Darkness Rising Part 3 is the third episode in the mini-series and the third episode of Transformers Prime: Friendship is Magic.
Optimus Prime, Twilight, Fluttershy and Ratchet head out to investigate Megatron's activities while Arcee and Bumblebee go on patrol, leaving Bulkhead and Smokescreen with Rarity, Pinkie, Applejack and Rainbow Dash at the base. Meanwhile, Soundwave kidnaps the Autobot-allied Alicorn, Princess Celestia, with Starscream wishing to learn the location of the Autobot base.
Terrorcon Spider attack
The six ponies and their Autobot guardians head back to the Autobot base, where Ratchet is being attacked by a piece of animated equipment. Optimus Prime deals with it, but now suspects that both it and Cliffjumper were vivified by Dark Energon. Megatron, now powered up by the Dark Energon, has decided his next move and leaves the Decepticon ship in Starscream's hands. Starscream thinks Megatron's gone a bit loopy, and he orders Soundwave to increase surveillance.