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Here's when Spencer reveals his deal in Thomas' Place as a Prime.

Spencer: indeed, [drives up to Megatrain] Your army will soon be back.

Brian: Spencer, YOU'RE PART OF THIS TOO?!!!

Spencer: You are correct, I had made a deal with Megatrain.

Shining Armor: Spencer, you traitor!

J.J.: Spencer! Stop! Think about what you're doing!

Spencer: Hey, he looks like me, and I like it. I'm not just the Duke and Duchess of Boxford's privite engine, you know!

J.J.: You may only be the Duke and Duchess of Boxford's privite engine, but it's what's inside that counts! Besides, Megatrain will betray you!.

Spencer: Betray me? I highly doubt that.

J.J.: You can't do this!!

Spencer: [as Prince Hans] I think I already have. [he deploys a AN/M2 M1919 Browning machine gun]

Joe: He's got a gun!

[the rest of our heroes take out weapons]

Spencer: HUH?!

Percy: Have you forgotten that we have weapons too?

Spencer: Yes.

Megatrain: Let them be, we'll deal with them later.

Spencer: Right, we have to bring your army back.

Megatrain: [picks up Spencer and deploys his flight pack] So long earthlings!! [takes off]

Princess Luna: We must be ready for him when he returns here.

Steamy: No! Ya can't let him get to the machine!

Spike: Why? Tirek already destroyed the Matrix!

Mucker: You don't understand!

Dazzlen: The Matrix is just merely a spare key, Megatrain's own claws are keys too!!

Twilight: WHAT?!

Twi's Friends: WHAT?!

Apple Bloom and Scootaloo: WHAT?!

Sweetie Belle: WHAT?!

Skarloey: WHAT?!

Dusty: WHAT?!

Brian: ARE YOU SERIOUS?!

Zip: And if his Army returns, everyone is doomed!

Twilight: [her eyes well up with tears] Yeah, but Thomas is still gone. [starts crying]

Skyla: Don't cry auntie Twilight.

Twilight: I'm sorry Skyla. But he's gone. [countinues crying]

Brian: It'll be alright, Twi [pats her back]

Gordon: Well I'm going after Spencer!

J.J.: Me too!

Steamy: Let's go get that traitor!

[Some of the engines race off]

[Ernie peaks behind a tree]

Ernie: Okay, maybe conquering the world was a bad idea.

Spencer: This is fun! Don't you agree?

Megatrain: Yes.

Spencer: [hears the other engines] Well, if it isn't Gordon.

Megatrain: You handle them while I do my things.

Spencer: Right.

Gordon: Spencer, stop!

J.J.: You can't do this, you're our friend!

Spencer: Not anymore. [he fires his gun]

Ben: Look out!

[they avoid the shots]

Steamy: Spencer! Ya don't know Megatrain like we do!

Spencer: Really Because he seems like a nice guy. [fires again]

Uray: [takes out his plasma shotgun and blasts Spencer's gun] We're serious!

Spencer: [speeds away] Shoot, shoot, shoot, as fast as you can. You can't catch me I'm the evil train!

Gordon: You know, I think he should find out for himself.

J.J.: Yeah.

Spencer: [to Megatrain] Now!

[Megatrain locks them in a cage]

J.J.: Spencer, please liten to me!

Megatrain: Shut up!

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