This is how The Fallen tortures the Rainbooms and Megatron's redemption goes in
[The Fallen goes over to the Rainbooms]
The Fallen: If you six will not be turned, you will be destroyed. [fires lightning bolts at them Rainbooms, causing them to fall to the ground in agony]
[Megatron gets up and stands next to the Fallen, watching]
The Fallen: Young foosl. Only now, at the end, do you understand. [fires lightning at the Rainbooms twice, causing them to crinch] Your powers are no match for the power of the Fallen. [Chuckles] You have paid the price for your lack of visions. [fires lightning at the Rainbooms, causing them to crinch again, as Megatron watches]
Sunset Shimmer: Megatron please.
[The Fallen continues to fire lightning at them as Megatron looks at them and the Fallen. The Fallen stops firing]
The Fallen: Now, Rainbooms... you will die.
[The Fallen increases his lightning and fires at the Rainbooms, causing them to drop and scream, as Megatron watches and has a flashback]
[The flashback shows Megatron on the ground at New York after being defeated by Optimus Prime. Optimus scowls]
Optimus Prime: You were the gladiator I knew! It was said that you would destroy the enemies you faced, not join them! Bring balance to Cybertron and help your fellow gladiators, not leave them in darkness!
[Optimus walks away and looks back at Megatron]
Megatron: I hate you!
[Optimus stops and turns]
Optimus Prime: You were my brother, Megatron. I loved you.
[Megatron looks on as Optimus continues walking]
[The flashback ends as Megatron looks at the Rainbooms, who are severally injured, and looks at the Fallen. Megatron looks back at the Rainbooms and realizes what he's done]
Megatron: What? No. NOOOOOO!!
[Megatron grabs the Fallen from behing and lifts him up away from the Rainbooms. The Rainbooms look up and are surprised to see Megatron fighting the Fallen. Megatron throws the Fallen down into the reactor shaft, where he explodes]
[Megatron turns to the Rainbooms]
Megatron: Twilight, Sunset, help me get this restraint off.
Twilight Sparkle: Okay.
Sunset Shimmer: You've got it.
Megatron: Just for once, let me look on you with my own trust.
[Twilight and Sunset look at him]
Megatron: Now...go. Leave me.
Twilight Sparkle: No, you're coming with us. We won't leave you here. We've got to save you.
Sunset Shimmer: Hang in there, big fella.
Megatron: You already have, my friends. You were right. You were right about me... Tell Optimus... you were right...
[Megatron's optics turn off]
Twilight Sparkle: Megatron?
Sunset Shimmer: Megatron, please don't leave us.