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November 29, 2011
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PREDATOR'S MOON
A My Little Pony: Friendship is Magic/Transformers: Beast Wars Crossover
By Atomic Chinchilla

Chapter 1
Such Stuff as Nightmares are Made On


Long, long ago, in the farthest, darkest depths of the universe, there arose a great blackness. A nameless, formless void of malevolence, it yearned to destroy all light and make the cosmos as dark as itself. Stretching its claws ever upward, it wove its way between the stars, blotting them out one by one. When by fate or by chance it came to a small world called Equestria, it sensed a power there unlike anything else it had known: two sisters, each governing a celestial body of the planet. The older and more powerful sister wielded the might of the sun itself and caused it to rise and set around the planet with her own will instead of a natural orbit. Likewise, the younger sister directed the moon and held he night as her domain. The blackness crept closer and closer to Equestria, hiding and observing from behind the moon. The peoples of this world frolicked and worked throughout the day and revered the older sister as royalty, almost divine. But the night was spent in slumber, and the younger sister was shunned and ignored by her sibling's subjects. A bitterness grew in her heart; anger and resentment for the adulation her sister received. The void sensed a kindred spirit in her, and so one night it came out of hiding and took her as its own. It bound itself into the mind, body, and soul of the Moon Princess, fueling her jealousy and enhancing her power with its own. It subtly manipulated her thoughts to further its agenda: to destroy all light by blotting out the sun and casting Equestria into darkness. A night to last forever…

A cool night wind whispered between the spires of the royal palace of Canterlot. Princess Luna walked among the clouds as she often did, high over the capitol city set into the mountainside. But tonight was different. She looked up at the moon intently with an expression of apprehension. The great full moon loomed over her, its silver face looking down on her like an unfriendly eye. Something was wrong. Very wrong.

"You feel it, too?" said a voice behind Luna. She didn't need to turn around to know who it was. She nodded, a drop of sweat rolling down her forehead.

"The moon is definitely larger," said Princess Celestia as she walked up to her younger sister's side, "and it's full a few weeks early. Are you sure you're not just showing off a smidge?"

"This isn't funny, 'Tia," Luna scoffed, "I didn't do this. The moon changed and I didn't tell it to!" Her voice quivered slightly. Celestia nuzzled her sister's cheek.

"…And I can't change it back. It's not listening to me." Her face changed from a look of apprehension to dread.

"It's alright, Lulu. We'll figure this out together. Come on." The white alicorn spread her great wings and soared up into the air; her dark-coated sister followed suit. The two princesses spiraled upwards until they were miles above the clouds, in clear air beneath the looming globe. They stopped in unison and hovered in place, their horns pointed moonward.

"Ready?" Celestia asked. Luna nodded. The tips of both their horns burst into radiant light, shining brighter than the stars and moon together. Arcs of golden and azure light fired in a double-helix formation, carving a path through the atmosphere straight to the surface of the moon itself. The beams of light struck the moon, engulfing the entire sphere in a blanket of magic. For four seconds the whole sky burned white. As the light slowly faded, Celestia placed a hoof on her sister's shoulder with a comforting smile. Luna warmly returned the gesture.

"Thank you, 'Tia."

"No problem at all, Lulu. There's nothing I wouldn't d…" Her words fell flat as the moonlight fell upon the two sisters like an oppressive force. They looked up in stunned awe. The moon was unchanged in shape and size. And now, as if to mock their efforts, the sign of a black unicorn's head was carved across its face. Luna's eyes paled in horror.

"T-The Mare in the Moon…" she gasped, "But-But…How can…?" Celestia looked down, a million thoughts running through her mind. She quickly turned to her sister, saying "Luna, tell me, during your imprisonment in the moon, do you remember spelling any enchantments on it?"

"I-I don't think—No," Luna replied, shaking her head, "I can't remember everything I did as Nightmare Moon, every second of a thousand years…But I know I didn't cause this."

"But you were not yourself as Nightmare Moon. The Nightmare may have hidden some of its plans from your mind while it used you." Celestia's words caught Luna off-guard.

"B-But 'Tia, you don't understand. I wasn't just the puppet of some dark entity. My mind and heart were corrupted by merging with it, yes, but I was still me. It was still my soul filled with bitterness, my hooves that tried to kill every living thing in the world with eternal night!" She was stopped as Celestia placed a hoof over her mouth with a soft shush.

"My dear sister. When will you learn to stop blaming yourself for something that wasn't your fault? No one else blames you," Celestia said as she looked her sister in the eyes. Luna's lip quivered; she blinked rapidly to hold back tears. Celestia pulled Luna into an embrace. The younger alicorn sniffled into her shoulder.

"No more tears now," Celestia said at length, "We have a mystery to solve, right?" Luna pulled herself up and wiped her eyes with a nod.

"That's my girl," said Celestia, who wiped an eye herself, "Now let's go. The night's still young, and we may yet have much to do!" With that, she gracefully dove back through the clouds into the air over Canterlot. Luna followed, calling "But where are we going, 'Tia?" The two sisters descended down the mountainside, past Canterlot, and glided over the valleys and plains below it toward the neighboring town of Ponyville. Celestia grinned.

"Every mystery needs a detective, and we're going to see the best sleuth I know."

****

Long, long ago, above a world far from Equestria, there appeared two clashing  starships from a planet called Cybertron. In their battle they were both damaged and crashed to the small planet's surface. Each ship's crew took on the forms of this world's local fauna, and there they waged a small but heated war. The Predacons, hungry for power and conquest, sought to exploit the planet and harvest its abundant energy. The only obstacle in their path was the Maximals, who fought to preserve the world and its life. As the time passed and the battles continued, new allies and foes joined the battlefield. In the ongoing escalation, friendships were made and loyalties betrayed on both sides, and the war was not without its casualties. The stakes grew higher, until the factions realized the truth of the planet they warred over: a buried relic from their past with the potential to reshape their future. The War of Beasts would ultimately determine the fate of not only this planet, but the very course of history itself…

The full moon beamed down over a clear night on prehistoric Earth. It was one of the rare occasions when Rattrap actually volunteered for the overnight watch. The short humanoid robot sat in the gun turret stationed above the large, steel blast doors set into the canyon wall, the first line of defense for the Ark, the massive Autobot derelict inside. He reclined with his legs up on the console and his hands behind his head, looking up at the moon and the twinkling stars.

"So my collection a' Waspinator parts is growin' nicely," he said, seemingly to no one, "Got a whole right leg last week after Megs' last ambush. Poor guy had ta hop all the way home, heh heh. Man, I tell ya, though. Everythin's just gotten so nuts without ya. The Beast Wars used ta be simple, ya know? The Predacons would cook up some crazy plan, then we'd shoot it out and go home and do it all again next week. Shoulda kept my big mouth shut about wantin' some excitement, right? Boy, did I get what I asked for."

Rattrap paused, half expecting Dinobot to pipe in with one of his usual snide remarks. But Dinobot wasn't there. And he wouldn't be ever again. Rattrap sat up and sighed. Scratching his metal head, he looked up into the moon and found himself reminiscing about the past. They really hadn't been on Earth for a very long time, but it seemed like years ago. So many changing faces, so much escalation. So many lost friends…

"I dunno if ya can even hear this back on Cybertron, or in the Allspark, or wherever you are, but…I miss ya. And I cannot believe I just said that out loud. But it's true. Losin' you was where it all started goin' ape-slag. Here we are fightin' each day, wonderin' if Megatron's new scheme is gonna work this time, gonna destroy the future and erase our whole existence. The odds didn't seem this stacked against us when you were around. And that clone just makes it harder. It's nothin' but a sparkless killin' machine with your face. And every time I have ta shoot at it…I'm gonna make Megs hurt fer that one. I'll do him one fer us both." He stood up and stretched his back, then saluted.

"Well, I guess I should start patrollin' now. Rest easy, pal. Ya slag-spoutin' saurian, you." He hopped down from the turret to the canyon floor, his sensors on full alert. No sign of any Predacons around. Nice night for a drive.

"Beast Mode!" he commanded, and his body sprang into action, changing and shifting from a humanoid robot into a metallic, wheeled rat. His wheels revved and smoke plumed from extending exhaust pipes. He peeled out with a screech and a "WHOO HOO!" just before a blinding flash tore through the sky. Rattrap jerked to a halt and shifted from wheels back to legs, rubbing his eyes with his paws.

"What in the Pit was that?!" he groaned. His onboard communicator pinged not a second later.

"Rattrap, report!" came the commanding voice of Optimus Primal, "The Ark's scanners are going wild with activity from the moon! Do you see anything?"

"Oh, I didn't see anythin', Fearless Leader, on account a' bein' blinded by some wild activity from the moon!"

Inside the mountain beyond the blast doors was a huge volcanic cavern, the resting place of the giant Autobot ship. The wreckage of the Maximals' first ship, the Axalon, had been set up and jerry-rigged to the Ark's power supply as their makeshift base of operations. The whole crew was abuzz. The gentle giant Rhinox, as usual, was directing the technical duties. The recently altered Cheetor was still adjusting to the new body, his long claw-fingers not suited for typing commands. The noble Silverbolt and his beloved Blackarachnia had no such problems and were pounding away at their stations.

"Cheetor! Boost the power to the signal array! Silverbolt, Blackarachnia, see if you can magnify the range of the field dampers! Megatron's jamming towers aren't giving us a lot of room!"

"Every time we shoot one down, he just builds two more," Optimus sighed, "We'll just have to work with what we've got. Has Depth Charge reported in?" Rhinox shook his head.

"Does he ever?" Blackarachnia snarked as she flicked a switch, "Field dampers at maximum range, big guy." Rhinox cracked his knuckles and set to work on the knobs and levers at his station. The monitor screen showed a wireframe image of the Earth, with the positions of the Ark and the Predacon ship Darksyde highlighted. Above was a readout of the moon, flashing with data readouts.

"This is strange," said Rhinox, leaning closer to the monitors, "The moon is giving off tremendous energy readings, and they're identical to the energy given off by Alien technology…"

"Don't tell me the other moon is an Alien weapon, too!" Cheetor gasped, remembering only too well the nasty little surprise in the former second moon that had so nearly destroyed them all. Rhinox shook his head, but his grim expression did little to lift the younger Maximal's spirits.

"The Alien technology is coming from on the moon, not inside it. It could be another artifact they left behind before clearing out, like the…Hold on! It's moving!"

"What?!" said all the other Maximals. Rhinox's hands flew across the controls, tracking the signal. An image of a pulsating circle appeared on the monitor and began to slowly descend from the moon down towards the planet.

"It's falling from the moon very quickly," said Rhinox, "Already broken through the atmosphere. And its trajectory isn't natural freefall. Something else is pulling it down. It's descending…" The signal suddenly cut out, disappearing from the monitor.

"Slag!" Rhinox shouted, pounding his huge fists on the console, "It's fallen right into Megatron's jamming zone, deep in Predacon ground." Optimus' face turned grim. He stepped back and crossed his arms. Cheetor instantly knew this meant he was in "leader mode" and was already planning their next move. He stood up, ready for action, and said "So what's the plan, Big Bot?"

"We can't let Megatron get his hands on an Alien weapon again," Optimus replied, "We may not be able to stop him a second time."

"But it's behind enemy lines, Sir," said Silverbolt, "And we have no idea where to look for it!" The ensuing silence let the naïve bot know he had just stated the obvious. His ears drooped and he stepped back sheepishly.

"…I might be able to help with that," Blackarachnia chimed in as she patted Silverbolt's head.

"How?" Optimus replied, raising a brow.

"Its last known position was over grid Arachis, which was one of Tarantulas' favorite hangouts. Knowing him oh so well, I'm sure he was the one who pulled the Alien tech down."

"Do you know the area?" Optimus asked, his eyes narrowing very slightly but his tone totally calm. Blackarachnia nodded.

"Like the back of my claw. I could sneak in, grab some intel, and sneak back before anyone even knew I was there. But I'd have to go it alone. Less risk of being spotted, right?" The Maximal leader looked a bit hesitant, but nodded.

"…Very well. Silverbolt will fly you as close as he can and wait for you until you come back. You're to stay hidden and observe only. Do not engage any Predacons unless fired upon first. Understood?"

"You got it, Chief," she said with a salute and a wink, "When do I leave?"

"Right now."

****

Twilight Sparkle awoke to a soft, but urgent knocking on the library door. She rolled over and moaned "Spike, could you get that, please?" She was answered by loud snoring. The knock came again. Rolling her eyes with a groan, she groggily got up and went downstairs to the main room. She magically opened the door with a yawn.

"This had better be an emergen--Princess Celestia! Princess Luna!" Twilight jumped to attention as the door opened to reveal the princesses standing on the porch.

"Good evening, Twilight. We're so sorry to bother you at such a late hour."

"Uh…Not at all! Please, come in!" She stepped back, very confused, and closed the door behind the two sisters as soon as they were inside. Celestia walked about the main room while Luna fidgeted anxiously on the doormat. The white alicorn then turned back to her pupil with a firm look.

"Twilight, I'm afraid this isn't a social visit. We have dire need of your help."

"My help?" Twilight asked, her confusion growing. The sisters nodded sternly.

"Yes, Twilight Sparkle. We have need of thy magical talents," Luna replied, her voice lapsing back into the Royal Canterlot dialect, "Has thou not seenest our moon tonight?" Twilight shook her head, puzzled. She trotted over to the window as Celestia pulled her sister aside.

"Luna, I told you we don't have to speak that way to our subjects anymore."

"I know, I know! Force of habit."

"My goodness!" Twilight exclaimed as she looked out the window, "It's so huge! And full! And the…The Mare in the Moon!" She ran back over to them, spouting "When did this start? How long has it been happening? Princess Luna, can you stop it? Does this have anything to do with Discord? Or Nightmare Night? What about--" This time she was hushed by both Celestia and Luna's wings.

"Twilight Sparkle, We don't…I don't know what's done this to my moon. My sister believes you can help determine that."

"Really?" Twilight said, a little too excited, "I mean, of course I'll do anything I can to help, your majesties! …But what can I do that you can't?"

"You have the memory spell, Twilight," Celestia answered. The purple unicorn looked down in thought, then jumped back up with an "Oh! You mean the spell I used to free my friends from Discord's enchantment! But I thought that was just a basic remembrance spell."

"There are spells to help you remember forgotten things. But only you had the power to restore the memories that Discord buried, warped, or tainted. And that is precisely what Luna needs now."

"…I see," said Luna, walking over to the window and gazing up at the moon and the jeering, black face, "You think that the Nightmare hid some of my own memories as Nightmare Moon, or made me forget them?" Celestia nodded. Twilight just sat in the middle, trying not to look as lost as she was. Celestia noticed and chuckled softly.

"Don't worry, my faithful apprentice, We'll explain everything soon. But right now I'm afraid time could be of the essence." Luna then stepped in front of Twilight and knelt down with her eyes closed. She apologized for the intrusion and politely asked for Twilight's help. The young unicorn gulped and nodded nervously. The spell had worked wonders for her friends, but this was an alicorn princess, and her mind had been altered by something infinitely different from Discord. But Twilight would not refuse a friend in need. She closed her eyes and concentrated, her horn glowing to life with a reddish-purple light.

"I must warn you," Luna said hesitantly, "My mind was a very dark place back then. It may not be a comfortable experience."

"Gee, nothing like a little pressure," Twilight chuckled fretfully, but she did not stop. Her horn's light growing brighter, its tip met with Luna's horn, and all went black.

Twilight wandered in darkness, peering into blackened corridors and empty chambers. Something had gone to great lengths to clean house before vacating Luna's mind. The empty tunnels and rooms were leftover neural pathways and memories from when her mind was merged into one with the dark spirit called The Nightmare. But Twilight's studies and experiences with Discord proved that the mind could hold on to memories, no matter how hard someone may try to bury them.

She raised her horn and the air filled with twinkling stars, casting light into the blackness. Lights and images began to pull themselves out of the walls and floors, drawn to the little stars and swirling around them. Twilight knew these were private memories, but she couldn't resist taking a peek at one. She tapped her horn against the star, and her mind was shot full of images and feelings. Rage, despair, loneliness, jealousy, unbridled hatred for all things bright and beautiful. A cackling, black mare laughing demonically over an eternal night. Crops withering, waters freezing, famine, starvation, death. And over it all, a horrible laugh of delight in all it saw. This was not the laugh of Nightmare Moon. It was deep, genderless, alien. It was not heard so much as felt, raging through Twilight like an earthquake, a cacophony of sickening joy.

Twilight peeled herself away, fearing what prolonged contact with…that might do to her. She leaned against one of the walls, sweating and trembling. She wanted to just cut off the spell and get out, to get as far away from that horrible thing as possible. She then realized: this was what Luna must feel every day. She had the strength of will to keep going each day, even with all these horrible memories. Twilight resolved to keep going.

Focusing all her might, her horn sparked and glowed like a small moon, burning back the shadows and pulling memories free. She dropped her head and panted, her legs wobbling. The spell would finish itself so her work was done.  She looked around the labyrinth, content with her work and turned to leave. She blinked in surprise, seeing a small corner of darkness remaining. She walked over to it and touched it with her horn.

The shadows peeled away, revealing a small, dusk-blue alicorn filly. She was curled in the fetal position and shivering with her face hidden in her hooves. Twilight immediately knew what this symbolized and smiled, nuzzling the cheek of the filly. The little alicorn looked up at the lavender pony's comforting smile with fearful tears. Twilight merely knelt down and hugged the child, then helped her stand after a thousand years of being buried under shadow. She walked toward the swirling stars, the filly's eyes brightening up at the beauty of the spell. She gave a beaming smile of thanks to Twilight and spread her little wings, leaping into the light and vanishing into the moon. The light grew until all became white, covering Twilight and everything else. She knew her task was now finished, and she ended the spell. Luna and Twilight both opened their eyes in unison.

"Princess Luna?" Twilight asked, "…How do you feel?" The night princess held her head low, tears falling from her eyes.

"It's all back," she replied as she trembled, "I remember it all. All the horrors my hooves wrought. All the pain and suffering I caused. But I feel…different. Refreshed. I know that letting myself stay buried under guilt and misery will hold me back from atoning for past sins. Thank you, Twilight Sparkle." She looked into Twilight's eyes and the purple unicorn knew exactly what she meant. The two shared a smile. They then stood up and Luna turned to the patiently waiting Celestia.

"You were right, Sister. Nightmare Moon did lay those enchantments on the moon. And I know exactly what they're for now. We don't have much time."

"Don't leave us in the dark, Luna," Celestia replied, "…So to speak." Luna breathed in deeply and sighed, looking back to Twilight Sparkle.

"Gather your friends. We're going to need the Elements of Harmony."

****

Silverbolt glided over the gnarled boughs of the dead forest in beast mode, Blackarachnia on his back. Flapping his eagle's wings hard to sustain the low altitude, his wolf's nose and ears were alert to any signs of possible ambush.

"You can relax, Rover," Blackarachnia said as she scratched him behind the ears, prompting him to pant happily and wag his tail feathers, "Megatron's sure to already be on the move. I doubt any of his troops would be this far out from their base."

"One can never be too careful in Predacon ground, milady," he replied in that frustrating yet adorable chivalrous tone, "And I will always fear for your safety."

"That's sweet, but I'm a sleek, sexy Transmetal now. I can take care of myself." Silverbolt alighted softly on the forest floor and extended a wing like a ramp for Blackarachnia to step down. After she did so, Silverbolt transformed back to his robot form and the two shared an embrace.

"Even with your new strength…please be careful. I could not go on if anything ever happened to you, dark poison of my heart."

"I love it when you talk sappy," Blackarachnia cooed before planting a kiss on him, "I'll be fine." They shared each other's touch a while longer, needing no further words. At length Blackarachnia stroked her finger under Silverbolt's chin and stepped back, changing to her Transmetal spider beast mode. She turned and darted off into the trees, disappearing into the night. Silverbolt returned to his animal form and sat down, patiently awaiting his beloved's return.

****

"Was it absolutely essential for us to all go gallivanting off to Everfree at this hour?" Rarity managed to whine through a yawn. While Twilight Sparkle and Luna had roused the other five of Twilight's friends, Celestia had teleported back to Canterlot to retrieve the Elements of Harmony from the royal vault. She returned with them to Ponyville, plus her and Luna's own personal chariots. They then all gathered up and rushed out into the night. Rainbow Dash and Fluttershy flew along as fast as they could, while Pinkie Pie, Rarity, Applejack, and Twilight rode in Celestia and Luna's chariots, pulled by the two princesses themselves. Despite Twilight's protests, Celestia insisted they travel this way, as it was fastest and there was no time to lose.

"But y'all haven't even explained what's goin' on, Ma'am!" Applejack said, voicing the confusion of the whole group.

"You haven't explained to me either, Luna," Celestia said, turning to her sister with concern. A bead of sweat rolled down the night princess' forehead as she looked toward the approaching Everfree Forest with grim apprehension.

"…Twilight Sparkle's memory spell returned to me many of the thoughts and actions of Nightmare Moon that were either lost with time or buried and hidden from me. I never realized until now how much of my own mind had been turned against me. While we were still joined, the Nightmare was able to use me for its own purposes and then make me forget anything that happened. And one of those forgotten deeds was a contingency plan in case it was defeated."

"Nightmare?" Rarity asked, raising an eyebrow, "Princess Luna…what's 'the Nightmare?'"

"Duh!" Pinkie Pie laughed, bouncing next to her, "It's the evil meaniepants that gave the princess her Nightmare Moon-y powers! Or at least that's the explanation in this story, anyway."

"She is correct, if oversimplifying," Luna said, "The Nightmare was an entity that came to me in my time of weakness, offering the power to make Equestria fair, or what I believed a fair Equestria should be. It became one with me, in mind, body, and soul, and the villain you knew as Nightmare Moon was born."

"Oh my," Fluttershy squeaked, "Where did it come from?"

"…That I do not know."

"Don't worry!" Pinkie butted in, "I'm sure somepony will explain it later!"

"How do you know that?" asked Twilight.

"Just call it a hunch," the pink pony giggled.

They flew under the gathering clouds in a gradual descent towards the forest. The air felt heavier on their wings. Fluttershy struggled to keep up with the group, but Celestia flew behind her and would give her a helpful push when she needed it. Above them the clouds seemed to swirl in wide circles under the moon. Below them the nightingales and crickets had stopped singing, almost as if to warn the ponies of a growing danger.

Celestia remained silent. She knew most of the details already, Luna having explained the story to her in private not long after she was freed. After a brief pause she spoke up, asking, "So tell us, what was this contingency plan?" All eyes were on Luna, and she knew it. She shifted in the chariot's harness uncomfortably.

"The Nightmare did not sit idly in the moon during our millennium of banishment. It made my body work tirelessly, and crafted two objects: a Moonstone, and a weapon formed out of the core of the moon itself. It used some kind of alien magic or technology I have no reference for. It tied its own spirit into the Moonstone, its power and essence. It had never faced magic like the Elements of Harmony before, and would not let itself be defeated by them again. So when the thousand years ended and I was set free, the Nightmare hurled the Moonstone to the Everfree Forest, beneath the ruins of our ancient palace. It left its other weapon in the moon for what I can only assume was a last resort."

"But Princess," Twilight spoke up, "You said this Nightmare planned for meeting the Elements again. But you did meet us! And we did defeat it!" The other five all voiced their agreement. Luna only shook her head gravely.

"No, my friends, you did not. True, the Elements freed me from its hold and shattered its form into dust, but it was not destroyed. The heart of the Nightmare still lived on in the Moonstone, which was right under our hooves the whole time and none of us knew it. And for the past years it has been slowly pulling itself back together. Now its enchantments are finally complete, and it is strong enough to reform. The Nightmare is coming back."

Luna turned and looked back up at her moon again, her eyes narrowed. Connected to it as she was, she could feel the powers churning inside it. Whatever it was the Nightmare had created, she sensed that it was stirring, waking up with its master. Celestia followed her sister's gaze and turned her head to the moon. Her eyes flashed angrily for a second, a second that did not escape Twilight's notice. Before she could ask, Celestia turned back looked down in thought, slowing her pace.

"Sister, what's wrong?" Luna noticed her sister falling behind and slowed herself to match her pace. Celestia looked fiercely into Luna's eyes.

"Luna, you're going back."

"What?!" her sister shouted back, the other six ponies looking at Celestia with surprise, "Sister, how can you--"

"You're not coming with us. We can handle this without you. Go back to Canterlot."

"You can't be serious!" Luna scoffed, "How can you expect me to sit by when I'm partially responsible for this?!" Celestia closed her eyes and turned her head up.

"Only the Elements are necessary to destroy the Nightmare. I can protect their bearers. We…We don't need you."

"How dare you?!" Luna shouted, her eyes wide in anger and confusion, "I have every right to help! I have more need to be there than you! I'm going and that's final!" Celestia then braked to a sudden stop, almost throwing Twilight and Applejack clear out of the chariot. Luna jerked to a halt and spun around, knocking Pinkie and Rarity on top of each other.

"No arguing!" Celestia demanded, her voice quivering slightly, "As-As your older sister I order you to go back to Canterlot! Now!"

"P-Princess?" Twilight said in shock. She had never seen her mentor this upset since, well, ever. Angry and stern, certainly, but in all her time as the princess' student she had never seen her this…afraid.

"Luna," Celestia said, trying to sound calm, "Luna, please, please go back." Luna stood firm and shook her head. Celestia began to stammer out the beginnings of sentences but couldn't finish any. She blinked rapidly, as if to hold back tears.

"Celestia, I don't know what's gotten into you, but I--" Luna was interrupted by her sister throwing her arms around her, tears rolling under her eyes.

"I can't lose you again, Lulu! I've tried to be brave about this, but I just can't do it! It killed me to see what Nightmare Moon had done to you! And being alone for a thousand years was torture to me! And now, after finally having you back, I will not risk that…that thing taking you away again!"

The others looked on in silence, each feeling a little guilty for witnessing this private moment, even if they couldn't help it. Luna sighed gently as Celestia wept and moved out of her sister's embrace. She wiped Celestia's tears away and smiled.

"I never thought I'd have to be brave for you, Sister," she chuckled softly, "I promise you'll never lose me again, 'Tia. A thousand years ago I was weak and blind from jealousy, easy prey. I have no such weakness now. With all of us together, and the Elements of Harmony on our side, the Nightmare doesn't stand a chance." Celestia sniffled and nodded as she slowly regained her composure. She looked into Luna's eyes and could see the determination and truth in them. She returned her sister's smile and the other ponies all let out a collective sigh of relief.

Without another word, the two alicorns resumed their flight and descended into the darkness of the Everfree Forest. Gloom and silence met them. The moonlight barely broke through the trees, coming down in sparse patches of light blotched against the ground. There were no howls of beasts, no cries of owls. The ponies shivered as the air continued to grow colder and heavier the deeper they traveled into the forest. They crossed over familiar paths: a grove of gnarled, face-like trees, a wide, churning river, and a wide, misty canyon topped with an old rope bridge. As the fog parted, their destination lay in sight. The eight ponies looked ahead with grave anticipation as the ruins of an ancient castle rose into view. And above the towers, its gaze always watching, hung the shining full moon.

****

Blackarachnia darted silently through the lifeless woods, flitting from tree to tree on her eight graceful, Transmetal legs. She felt vulnerable and exposed with all of her sensors and comm. system rendered null from the jamming field covering the whole mountain range. But she did her best to ignore the feeling.

As she came up over a steep ridge she gasped suddenly and ducked into the shadows. There, in the dell at the base of the ridge, not even half a klick away, stood Megatron and his Predacon flunkies: the insane yet insanely loyal pyromaniac Inferno, the scatterbrained Waspinator, the back-shooting cowboy Quickstrike, the skeletal hunter Dinobot, and amazingly enough the thrice-treacherous schemer Tarantulas. Someone was missing though…

They were all gathered around something obscured from Blackarachnia's view. Tarantulas especially seemed very excited as he hunched over with a device in his hands. Blackarachnia knew that a happy Tarantulas was never a good thing. She dared to skitter a little closer to try and hear their conversation.

"…and will tolerate your presence only until you can determine the artifact's nature and purpose, Arachnid," Megatron growled as he paced around the circle of Predacons in his monstrous, red dragon beast mode, "And then I want you out of my sight, or I'll have you smelted into a puddle of slag, yesss." Inferno held his ludicrously oversized pistol at Tarantulas' head just to emphasize the point.

"Understood, O Mighty Megatron," Tarantulas chittered, remembering only too well what happened the last time he openly betrayed Megatron. He still had the scorch marks. He made a subtle glare toward Quickstrike, his accomplice in the attempted mutiny. The slimy little weasel had seemed to duck Megatron's ire for the present, and he wasn't about to remind the big guy about it.

"What have you uncovered?" said Megatron, leering his head down over Tarantulas' shoulder, more than aware of how intimidating he was. Tarantulas pretended not to be affected as his fingers raced over a handheld scanning device of his own making.

"It's definitely alien technology," the spider hissed. Waspinator gasped and jumped back from the object in fright like a spooked cat, causing the others to slap their foreheads.

"Our Aliens?" asked Megatron.

"Oh, yes!" Tarantulas giggled, "It has the same energy readings as the Standing Stones, the Flying Island, and the second moon! It's definitely theirs! You're fortunate I was able to…guide it here for you to find, Megatron."

"Yes, I have no doubt such was your intention," Megatron smirked as he rolled his eyes, "What is its purpose?" Tarantulas mumbled to himself and tweaked the dials on his scanner, turning away from the dragon.

"Hard to say. None of the Alien devices have ever been exactly what they appeared to be. But it seems like a power source of some kind. Like one of our transwarp cells." Tarantulas picked up the object and held it closer to the scanner, bringing it just into Blackarachnia's view. It was a silver-white sphere about a foot in diameter, inscribed with golden markings and the Aliens' recognizable symbols.

"Okay," Blackarachnia whispered to herself, as she slid back up the ridge, "Alien tech. Got what I came for. Time for this spider to--" A sudden weight crashed down on her, crushing her from all sides. A massive pincer held her firm, lifting her overhead and squeezing. Blackarachnia screamed out in pain, alerting all the Predacons to her position.

"B-Blackarachnia: Maximize!" Her spider form began to shift and change, but could not transform due to the constriction.

"What's that?!" Megatron roared, "Someone dares to--ah! My dear Rampage, how good of you to greet our guest!" A massive Transmetal crab clambered down the slope towards the group, the writhing Blackarachnia straining in his clutches.

"Hello again, my dear," Rampage sneered in his sickeningly relaxed voice, "I'm so glad you could come by to play again." He squeezed tighter; Blackarachnia cried louder, feeling like her internal systems were all being pulped together. Megatron gleefully walked up to them and brought his dragon snout to her eye level.

"And who could our little eavesdropper be, hmm? Why, it's our old friend, the turncoat Blackarachnia, yesss! Now what would a newly minted Maximal like yourself be doing all the way out here alone?" Blackarachnia said nothing, and not just because a giant crab was squeezing her vocal processors.

"A spy, my Queen! A spy!" Inferno shouted, hopping up and down giddily, "Just say the word, Royalty, and she shall burn!"

"No way, pardner!" Quickstrike jumped in, his cobra arm hissing eagerly, "Ah owe Sugar-bot here a serious keister-kickin'!"

"I must agree, Megatron," Tarantulas snickered as he enjoyed seeing his treacherous creation in agony far more than he should, "She's no doubt on a scouting mission to investigate the artifact! She probably has backup waiting not too far! Best to kill her now!"

"Now where's the fun in that?" Megatron chuckled, "Ah, very well. Rampage, if you would do the honors?"

Rampage let out a guttural sigh of delight as he slammed his claw down to the ground, pinning Blackarachnia to the dirt. She squirmed and wriggled with all her might, but couldn't pry herself free. She glared at the crab like a knife, but he simply chortled and pressed harder.  He lifted his other claw and clamped it around Blackarachnia's spider head while Tarantulas and Quickstrike cackled and cheered. He began to pull.

****

The two princess alicorns alighted on the stone courtyard of the decaying palace ruins. The bearers of the Elements of Harmony all stepped down, each one wearing her respective Element. They huddled together and shivered; their breath was visible and the very air stung like ice. Rarity made a remark about wishing she had brought warm clothes. The others agreed except Pinkie Pie, who just laughed and bounced to keep warm. The face of the moon seemed to follow their every movement like a watchful gaze, the image of the Mare in the Moon leering mockingly at them.

"This way," Luna said sternly as she rushed across the courtyard. The other seven equines followed suit. They raced up a flight of marble steps into the main corridor. The air inside was warmer, but foul and stale. They all remembered this place only too well. In the grand hall just ahead was where the fateful encounter with Nightmare Moon took place. But Luna suddenly banked right to an adjacent hallway and descended a spiraling flight of steps. They emerged into an inconspicuous old storehouse lined with long-unused pots and riddled with cobwebs. The others looked around, wondering why they were led to this one of all rooms. Before they could ask, Luna walked to the far end of the storeroom and placed her horn against one of the stones in the wall. It sparkled to life and crackled with energy, spreading to each stone around it, the light forming the shape of a door.

"Have to admit the Nightmare was clever," she said, stepping back as the stones melted away to reveal another corridor leading further down, "But its tricks have been revealed. Come, we have no time to waste!" Down the steps, down into darkness they ran, with only the light of the unicorns' horns to guide them.

The tunnel became less and less organized the deeper they went, changing from shaped stone stairs into a steep decline of torn earth. All around them the floor and walls of the tunnel trembled and shook in a rhythmic beat, like the beating of a grotesque heart. They soon could see a faint gray light from far ahead and below, pulsing in rhythm with the beating. Luna's eyes narrowed.

"There it is!" she leaped into the air and flew like a bullet down the last stretch of the tunnel.

"Luna, wait!" Celestia called after her. She scooped up the other ponies in a magical field and dashed after her sister. They burst from the tunnel into a perfectly spherical chamber over fifty feet in diameter. In the very center floated a silver sphere, etched in gold with unknown markings. It spun furiously as energy radiated from its core, causing the very earth around it to quake and buckle. Luna glared at the device her own hooves had wrought while under the Nightmare's control and lowered her horn like a lance.

"Now, Twilight Sparkle!" she called, "Unleash the Elements! Destroy the Moonstone!"

"You ready, girls?" Twilight said, assuming a ready stance atop Celestia's back. Fluttershy and Rainbow Dash flew into position while Rarity, Pinkie Pie, and Applejack stood on a magically conjured platform. Their necklaces all burst into radiance as the power of Harmony swirled around them. Twilight lowered her head and concentrated, the jewel of her tiara building in luminance.

"Alright! Elements of Harmo--"

"You didn't think it would be this easy, did you?" came a thunderous voice. Its very presence beating down on them like an oppressive force. "You disgusting little things. Despite my best efforts to conceal this place, you come uninvited into my presence, seeking to destroy me. Again." Its words slithered like black eels through their ears, worming their way into mind and heart. The light of the Elements faded, and all but the two princesses collapsed into a fit of unbridled terror. Twilight lay limp on Celestia's back, clutching her head with her hooves.

"Twilight, you have to get up!" her mentor shouted, "You're the only ones who can defeat it! You did it before!"

"And that only happened because my true nature was masked behind the body of Nightmare Moon, you insects." The shadows in the chamber all began to slide along toward the bottom of the hollow, gathering and building up into a shapeless form beneath the Moonstone. It writhed and twisted, and the faint twinkling of stars could be seen distantly through it. An appendage of the blackness snaked out and hovered around Luna. The alicorn held her ground defiantly.

"Little Luna. Little speck. You've lost everything that made you beautiful. All your jealousy and darkness are gone. You no longer deserve to call yourself a princess of the night." Luna shut her eyes and trembled but refused to buckle under its words. The Nightmare then moved to Celestia, who conjured a wall of light between them, glaring at the abomination. The Nightmare's tendrils spread and twisted around the barrier and it chuckled, sending another wave of horror through the ponies.

"And you," it hissed at Celestia, "You trapped me for a thousand years. Even for one such as I that isn't something I can just ignore. And when I finally did escape, you had your little creatures send me away again. You stole Luna from me, you hideous, evil thing."

Celestia only replied with "And I'll do it all again in a heartbeat."

The Nightmare howled and raged, blasting Celestia's spell apart and seizing her around the neck in its tendrils. The sun princess fought and struggled, lashing out with her horn and kicking wildly with her hooves. Her blows simply sloughed through the mass of darkness as it laughed tauntingly.

"Celestia!" Luna screamed as she charged, firing her strongest magic bolt into the monster's back. Its form spasmed and convulsed, and it bellowed again. Luna was smashed by an invisible force into the wall and pinned like a dark butterfly. She squirmed and lashed out with her magic, but could not free herself.

"I always hated getting my own hands dirty when I could use the hands of others, but you filthy maggots have given me no choice. I shall not be sent away again!" Its dark touch began to spread like veins across Celestia's neck and down her flank, tainting her brilliant white coat into jet black. Celestia bucked as they slithered into her eyes and mouth, tossing Twilight off her back just in time before being consumed entirely. The purple unicorn shook herself and looked back up in horror.

"Princess!" she screamed.

"'Tia!" Luna cried.

"…Neither!" the Nightmare laughed with Celestia's voice. Her coat was now completely black, and her rainbow mane was now a mass of monochromatic gray wisps. It spread her wings and reared with a triumphant, mocking laugh.

"And now what will you do?" It sneered, floating over to Luna and nuzzling her cheek, "Will you try to fight me and risk injuring your beloved Celestia? I don't think you have it in you, Lulu." Luna's eyes widened and she thrashed her horn furiously. The Nightmare cackled and stepped back while flourishing Celestia's mane.

"Princess Celestia, you have to fight!" Twilight pleaded as she staggered to her hooves at the base of the chamber. With the Nightmare's full presence removed from the air, the other ponies regained control of themselves and helped each other to stand.

"Fight it, 'Tia, please!" Luna cried, straining against the Nightmare's spell. The other bearers of the Elements all joined in.

"Don't take this blowhard's crud lyin' down!" Applejack hollered.

"Yeah, you can take him!" shouted Rainbow Dash.

"Stick it to that meanie face!" cheered Pinkie Pie.

"You're not going to let this ghastly shadow ruin your beautiful light, are you?!" Rarity yelled.

"You've got to fight it! …Please?" whimpered Fluttershy.

"You little worms are so entertaining,"the Nightmare laughed again, "She cannot fight me. This is not a simple merging like Nightmare Moon. I control every part of her being!" As she laughed a small spot of white began to burn through the black of Celestia's coat. The Nightmare's eyes widened and looked down.

"…What? What?! No, no, this isn't possible!" The blackness burned and peeled away from Celestia slowly as a blinding light punched through from underneath. Celestia pulled her head completely free from the screaming black mass enveloping her.

"You chose Luna because you thought her a dark kindred spirit. I am no such thing. I am the princess of light!" As the Nightmare tried to free itself from the burning of Celestia's touch, Luna found herself freed from the binding spell and flew to her sister's side. She dug her horn into the blackness and peeled the last of it off Celestia's body, flinging it against the wall. It splattered and writhed like a wet rag. Celestia wobbled in the air but Luna braced herself against her, holding her up. She smiled and nuzzled her sister's cheek.

"Now, Twilight Sparkle!" Luna called down to the recovered ponies, "While it is weakened! The Moonstone!"

The six bearers of the Elements of Harmony needed no further words. They leaped into firing position right under the floating Moonstone, their Elements ablaze with light.

"NO! NO NO NO!" the Nightmare shrieked as its shredded form hurled itself at the sphere and covered it with its body like a black shroud. It disappeared into the stone.

"Guess what, Nightmare?" said Twilight, "These 'little insects' have beaten you again."

"So you can take your horrid little darkness and leave!" Rarity added.

"Cuz we're sick of yer sour attitude!" said Applejack.

"And the way you hurt people!" Fluttershy meeped as angrily as she could.

"Yeah, party pooper!" Pinkie laughed.

"So there's only one thing to do," Rainbow Dash smirked, "TASTE THE RAINBOW, MOTHERBUCKER!"

A blazing flash covered the chamber as a rainbow double-helix rocketed into the sphere, launching it straight into the ceiling. There was a tremendous crash, and the entire cavern roof was blasted open, exposing the night air. The rainboom still carried the sphere higher and higher into the sky, the screaming Nightmare trapped inside. And just when it seemed it would travel all the way to the moon itself, the spell detonated in the upper atmosphere, dispersing the clouds with the shockwave. The night was as bright as midday for ten seconds as the rainbow explosion spread through the sky before it slowly faded. Smoking fragments of the Moonstone were scattered across the sky and disappeared from view. The full moon returned to its normal size and the image of the Mare in the Moon vanished. Traces of faint silver light still hung in the air. A warm night breeze blew down on them from above, dispelling the cold, stale air of before. The night birds and crickets sang proudly in the distance.

Celestia and Luna landed with the other six at the base of the cavern-turned-crater. Twilight ran over and hugged her mentor dearly, the others all giving a victorious cheer. Pinkie Pie had the party cannon all ready to go, but the others insisted it was a tad too soon to celebrate. Luna smiled and looked up at her moon. The dark feeling inside of it had faded. Everything felt right again. There was something a bit peculiar about the silver light still drifting in the air, but that didn't matter. They had won. Equestria was safe. No one was hurt. Her sister met her gaze with an equally thankful smile.

"Let's go home," said Celestia.
PART 2: [link]

Chapter 2: [link]

Cover Image: [link]

EDIT: With a very helpful critique from the folks at Equestria Daily, this has been extensively edited. Several paragraphs are restructured, lines of excess dialogue that didn't add anything have been cut, the infodumps have been removed, exposition has been tweaked flow more smoothly, and more description and action have been added to better balance out the dialogue-heavy parts. Plus, since the actual crossover didn't happen until the very end in the first draft and left everything hanging, it now has a new ending that gives a small taste of things to come. All in all, I am liking this draft much better.

EDIT 2: Because of DA's file size restrictions, it now has to be split into two parts. Because Deviantart is stupid like that.

This here is made to celebrate two of my all-time favorite TV shows, as well as both of Hasbro's juggernaut franchises. As far as I can tell, no one has done a story crossing MLP and Beast Wars. If that is the case, then I am very proud to be the first. Let's hope the rest of this series lives up to all our expectations!


My Little Pony: Friendship is Magic and Beast Wars are (c) Hasbro and :iconfyre-flye:
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:icondewottmaster:
DewottMaster Featured By Owner Feb 12, 2013
PFFFFFFFFFFFFTTTTTTT!!!!!!!!!!XD Taste the Rainbow!
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:iconatomic-chinchilla:
Atomic-Chinchilla Featured By Owner Feb 12, 2013  Hobbyist Digital Artist
Glad you liked it! :)
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:icondewottmaster:
DewottMaster Featured By Owner Feb 12, 2013
Welcomes!
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:iconimnurhest:
Imnurhest Featured By Owner Dec 10, 2012  Hobbyist Digital Artist
You are my hero...
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:iconatomic-chinchilla:
Atomic-Chinchilla Featured By Owner Dec 11, 2012  Hobbyist Digital Artist
Why, thank you! XD
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:iconphenometron:
Phenometron Featured By Owner Sep 26, 2012
A really amazing first chapter, Atomic. I've watched "Beast Wars" in the past and recently got into "My Little Pony: Friendship is Magic," so I thank you for crossing both shows over.
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:iconatomic-chinchilla:
Atomic-Chinchilla Featured By Owner Sep 26, 2012  Hobbyist Digital Artist
Thank you very much. 8D It's about time someone did it. XD
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:icontherealtwilightspark:
TheREALTwilightSpark Featured By Owner Sep 10, 2012  Hobbyist General Artist
TASTE THE RAINBOW, MOTHERBUCKER!!!!!
lol I love that part!
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:iconatomic-chinchilla:
Atomic-Chinchilla Featured By Owner Sep 10, 2012  Hobbyist Digital Artist
Thanks. :3
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:icontherealtwilightspark:
TheREALTwilightSpark Featured By Owner Sep 10, 2012  Hobbyist General Artist
haha, ponies and TFs, my favs. Oh and there's one part, in the attack on Canterlot. Um, can you do math? Cause one dude is like 'there are seven assailants, four on the ground and two in the air.' Last I heard, four and two makes six, not seven.
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