"Why have you summoned me from stasis, Fuerton?" the hulking black Decepticon bellowed at the solitary helmsman as he entered the bridge of the ancient space vessel.

The slightly smaller blue Decepticon turned in his seat to reply. "Lord Brutalis, there is an object impeding our path. It appears to be the size of a large moon, and whatever it is, it was not present the first time we traversed this section of space."

"THEN STEER AROUND IT!"

"But sir, the results from my attempted scans have been inconsistent to say the least. I can not be certain of its exact size, density, level of gravity, and while it appears to be stationary, I am unable to get an exact fix on its location." Fuerton shook his head in confusion. "There must be a problem with our sensor array." The blue Decepticon watched as his Captain's anger grew, but his attention was forced back to the console in front of his chair as a series of frantic beeps issued forth. "SIR, the object is coming toward us!"

"Impossible!" Brutalis marched toward the console and looked over Fuerton's shoulder at the screen. "How can a stationary object that large just up and start moving?"

Fuerton nervously shook his head. "I-I have no idea."

The obsidian Captain became more fearful as the screen displayed the object, or forward tip of it, as it was too large for the screen to display completely, advancing on their ship with incredible speed. "Reverse direction and get the slag away from that thing!"

Fuerton started to comply, but a moment after the ship started to back up, it came to a violent halt. "What...what's happening?"

"FIX IT AND GET US OUT OF HERE!" Brutalis screamed at his pilot.

"I can't! We appear to be stuck in some sort of tractor beam! It's not pulling us in, but it's keeping us from leaving!"

Brutalis ground his metal teeth, sending sparks and tiny shavings of metal falling out of his mouth and to the floor. "Pull the rest of the crew out of stasis and issue the command to prepare for battle."

Fuerton sent an incredulous look up at his Captain. "Battle?" He then returned his terrified gaze to the screen. "How in the inferno are we to battle that?"

"WE ARE DECEPTICONS! There is no enemy that we can not overcome!" The fury in Brutalis's voice easily hid the fear that was swelling within his frame. "NOW ISSUE THE COMMAND!"

"Yes sir." Fuerton initiated the reactivation command to take the remaining twenty-seven Decepticons on board out of stasis lock. Upon completing that task, the blue robot turned back to the screen and marveled at the readings given off by the oncoming object. "Could this be the reason that Shockwave ordered us to return to Cybertron?"

"We'll find out only after we destroy this menace!" This time Brutalis's bravado was not enough to completely hide the terror in his voice. "Now engage weapons systems!"

"But sir, even if we had adequate energon levels to direct large-scale firepower at this thing, I doubt that we'd do more than scratch the surface."

"SHUT UP AND FIRE!" Brutalis's enraged order was followed by the tumultuous shaking of the ship, shaking that got progressively more violent until the craft began coming apart. Within minutes the vessel had been reduced to metal scrap floating through space with its crew, all but two of which still in stasis lock. Brutalis shouted in rage at Fuerton, but in the vacuum of space none of his words could be heard.

The two floating Decepticons drifted towards the stupendous metal orb. As they drew closer, Brutalis's enraged diatribe ruptured its thin atmosphere. "...FIRED ON IT AS I TOLD YOU TO WE'D HAVE PUNISHED THIS THING TO THE POINT OF RETREAT, IF NOT COMPLETELY DESTROYED IT!"

Realizing that any further fear of Brutalis seemed pointless and stupid, Fuerton finally did what he had wanted to do for countless vorns. "Brutalis, will you please SHUT THE SLAG UP? We can't fight this thing, and only an imbecile like you would think otherwise! So shut up and die like the rest of us!"

"YOUR WILLINGNESS TO SURRENDER AND ACCEPT DEFEAT MAKES YOUR USEFULNESS NON-EXISTANT." A voice larger than the two Decepticons could fathom erupted from all around them. A beam of light shot forth from the surface of the metal planetoid and engulfed Fuerton. The blue Decepticon screamed in agony as his frame was torn to tiny shards. Once nothing more than scraps of metal and a bodiless spark remained, all of what was once Fuerton was pulled to the surface of the object and disappeared.

Brutalis finally gave in to his terror. "Wh...wh...what? Who are you? Please don't kill me! PLEASE DON'T KILL ME! I'LL DO ANYTHING YOU WANT! ANYTHING!"

For several minutes only silence greeted Brutalis's pleas, until finally the physical presence that constituted the voice returned. "IT IS CLEAR THAT YOU ARE NEARLY AS UNSUITABLE AS YOUR COMRADE." Before the statement was completed, the same beam of light that had dispatched Fuerton shot forth and enveloped Brutalis as well. His shrieks of pain and horror lasted only a few moments before he too was torn to small pieces and sucked back into the metal entity. Then, one by one, the dormant crew of the destroyed Decepticon ship was brought forward, awakened, and put through the same treatment.

***

"This is a Quintesson." Prowl positioned the laser-pointer on the center of the image of the dead creature displayed on the large screen. He looked to the Autobots seated in the room and noted their looks of fascination and awe. At least, on the faces of Arcee, Firestar, Vixen, Hot Rod and the various Minibots that had arrived from Cybertron several days earlier. Kup's expression, however, seemed to be a mixture of frustration, hatred and fear. "It has been confirmed by both Omega Supreme and the Dinobots that these creatures are the old gods of Cybertronian legend. But despite their title as gods, they are obviously mortal." Prowl looked to Kup, hoping that the photographic proof of the creature's mortality would somehow alleviate his uneasiness, before continuing with the lecture. "While this angle does not display it, the creature possesses a total of five separate faces."

"And this..." The image changed to one of the same Quintesson mid-way through an autopsy. "Is the inside of a Quintesson." The image was met by gasps and groans of revulsion. "Grow up troops." Prowl impatiently replied to the various squeamish outbursts. "There was a thirteen year old human boy present the first time I made this presentation, and he handled this subject matter more maturely than most of you." The Autobot Strategist sent a scornful glare at the bulk of the class before continuing. "Now, our physical examination of this Quintesson corpse revealed some very interesting findings. The body has a single spinal cord, but it branches off into five different stems linked to five separate brains. Whether this is a natural occurrence or an engineered trait is still unknown to us at this time."

Prowl looked over the class before continuing. "Going strictly by their external appearance one would assume that they are an organic species with vast amounts of machinery built into and around them. But upon closer examination it looks as though the organic and the cybernetic blend together more seamlessly than we would have ever imagined to be possible."

"Kind of like with the Dinobots, Predacons and Insecticons?" Hot Rod inquired.

"Or like with the Pretender shells?" Arcee chimed in, and then smiled and winked at her boyfriend.

Oblivious to the little display of affection, Prowl merely shook his head and responded to the questions. "No, what we see within the Quintessons is vastly more complex than the biomechanical interaction involved with the nanite technology currently utilized by certain Cybertronians. The blending between the organic and mechanical with the Quintessons is so thorough and complete, that it really does appear to be a single anatomical composition as opposed to the combination of separate organic and mechanical features. Ratchet is conducting further tests on these remains, but he admits that he's not even scratched the surface of these technorganic remains, a term he's taken to using when describing these corpses."

The room lightly shuddered as a high-pitched siren went off. Most of the occupants of the room were initially stunned, but Kup was instantly on his feet and raising his rifle to his chest. "WE'RE UNDER ATTACK!"

***

"'Common Sense' is realizing that at no point in my life will I need to know any of this stuff." Spike blurted at the red Autobot Commander sitting at the other end of the giant table that his desk was perched upon.

Prime shook his head. He had been helping the eighth grader study for his history final most of the morning in his chambers, and frustration was beginning to set in for both of them. "I've never attended a human school, but I doubt that your teacher would give you any credit for that answer." Prime leaned forward. "I do not have a great deal of free time to help you study, so I need you to take this more seriously."

Spike groaned and rolled his eyes. "Look Prime, I appreciate your help, but this is pointless. I'm not much of a student, so feel free to take off and use your time off in a more constructive manner."

Prime's optics narrowed as his patience waned. "Your father, my friend, asked me to do him a favor and make sure that you were prepared for this test. So I must insist that you honor his wishes and respect the time and energy that I'm devoting to you by putting forth your best effort here. Is that understood?" Prime watched as his stern comments caused the human adolescent to momentarily shrink back intimidated. The Autobot relaxed his posture and continued with the studying in an attempt to once again put the boy at ease. "Come on Spike, you know this."

Spike sighed and thought for a moment before his face lit up. "Alright, it was a paper written by...Thomas Paine. And it was a negative commentary on British rule of America, right?"

"Are you asking me or telling me?" Prime joked.

"Telling you, you faceless boob." Spike grumbled in a humorous manner.

Prime's optics narrowed in amusement at the child's insulting reply. "So then, I can assume that you've read it?"

Spike shook his head as he answered the question. "I don't need to read it for the test. I just need to know who wrote it and have a general idea of what it was about."

"Perhaps, but I suggest you read it for your own benefit. It is one of the many human documents that I will always be thankful to have had the opportunity to read."

Spike shrugged. "Yeah, maybe, but not until after this test is out of my hair."

Prime nodded. "Agreed. We've still got quite a bit of material to go over here." Suddenly, Prime's wrist beeped frantically. The Autobot Commander raised it to his face and spoke. "Prime here, what is it?"

"Prime, I just got a message from Hot Spot!" Jazz's voice came through. "The secondary base is under attack!"

"Who and how many?" Prime was already fairly certain that the 'who' was the Decepticons, but with the Quintessons now in the picture it couldn't hurt to ask. The 'how many' however, was something he needed to know.

"Decepticons, and more of them than our boys can handle! The origin of the attack seems to be from orbit."

Prime had already sprung to his feet and was at the now-opening door to his quarters. "Prepare reinforcements! Stay behind with Huffer and Bumblebee, but everyone else is to head east!"

"You've got it, Prime!"

***

Flying over the terrain of this planet had always offered new and interesting views. Not that Megatron would consider the blurred landscape to be beautiful, but he did feel compelled to take in the colors and shapes. That is, until the speeding Slagmaker began its approach of their intended target. "Get ready Decepticons, we are nearly upon them."

Up ahead were a series of mountains, and nestled within several of those mountains was the focus of the dozens of attacking Decepticons and the multiple spacecraft that had brought them. The Slagmaker shot out ahead of the Decepticon fliers, including Ratbat, grazed the tree line over the side of one of the mountains, and darted at the incomplete metal city now coming into view. "RAZE IT TO THE GROUND, DECEPTICONS!"

The Slagmaker and all but two of the newly arriving Decepticons joined their comrades from Cybertron in assaulting the Autobot complex. Astrotrain and Blast Off lowered to the ground a few miles away and allowed the Decepticons on board them to leap out. Once empty, Astrotrain darted out ahead to join the battle, while Blast Off reconfigured himself into a massive right arm and joined his fellow Combaticons to create Bruticus. Devastator and Menasor soon joined the Combaticon super warrior, and they, along with the other ground troops dropped off by the space shuttles, charged toward the metal city.

*

"Got me another one!" Hot Rod called out as he watched another Cybertronian-style Seeker plummet to the ground. The brash young Autobot turned away from the targeting system on the mounted cannon he was manning and grinned at Kup, who was stationed at the cannon next to him.

"What do you want, a medal or a chest to pin it on?" the grizzled veteran growled back at him between shots. "Now shut up and keep firing, you red-plated bucket head!"

Hot Rod chuckled and returned to spraying ordinance into the sky, taking another Decepticon flier down. He looked over to his left to see Arcee a hundred yards away, firing into the sky with Blaster, Vixen and several of the Minibots. "Why'd I get stuck with you again?"

Kup replied without ceasing his airborne barrage. "Because Primus hates us both. We must have done something in a previous life." The words were barely audible over the sounds of battle.

"You're too old to have had a prev..." A dark Decepticon attack craft with the words 'Surgical Strike' etched on its side spat two missiles into the gunnery tower, sending the two Autobots hurtling downward. Fortunately for Kup, part of a bridge joining their tower to the one that Blaster, Arcee and the others were on was beneath him. The bridge had been blasted away two minutes ago, but enough of it still remained for Kup to land on it with minimal damage.

Hot Rod however, was not fortunate enough to have anything beneath him to land on, and plummeted toward the ground. "KID, GRAB SOMETHING!" Kup called out after his falling protégé, knowing that even if there were anything to grab, it would be extremely unlikely for the youngster to actually get hold of it.

The ground came rushing up at Hot Rod, but the youth instinctively ignored his impending doom and analyzed his surroundings. Directing his frame alongside the ruptured tower, he reached out and attempted to hug the rounded walls. The impact sent the Autobot bouncing away, but friction had slowed his fall. Looking down, Hot Rod spotted a red and black metal hawk initiating an attack run against the ground force of Ironhide, Sunstreaker and Trailbreaker. Hot Rod adjusted his descent to intercept the winged attacker.

Laserbeak set upon the three Autobots, expecting to have to utilize his exceptional maneuverability to land a shot on any of the fairly well covered Autobots. But to his surprise, the red one known as Ironhide stupidly stood up and away from his cover, leaving himself clearly exposed to the avian Decepticon. Laserbeak could have wondered why a veteran with such vast experience would so thoughtlessly and needlessly throw himself into the line of fire, but instead he sped straight at the red fool and started firing.

A moment later Ironhide's distraction made sense, as a pair of orange hands gripped the metal raptor's wings, and a red and yellow frame slammed into Laserbeak's back to a gleeful cry of "What's shakin', Polly?" The bird and its occupant plummeted, before Laserbeak was able to achieve some degree of stability and control. The captive bird remained aloft, but struggled under the weight and verbal abuse of his new passenger. "We don't take kindly to pigeons that slag on our old, rusty statues here in Autobot City." Hot Rod joked as he tightened his grip on the Decepticon's wings and directed him where to fly. The pair was just clearing a building when the dark blue form of Thundercracker came into view. "This is my stop." Hot Rod swung his body underneath Laserbeak, and flung him at the Seeker, who was too preoccupied with causing havoc to notice the danger posed by the frame of his flying comrade.

Hot Rod watched the mechanical raptor slam into Thundercracker's wing as he fell the remaining sixty feet to the ground. The two damaged Decepticons headed for separate, brutal crashes, as Hot Rod hit the metal ground and rolled. "Way to give ol' Thundercracker the bird!" Trailbreaker yelled out as he ran to Hot Rod.

The young Autobot rubbed his cranial shell as he got to his feet and smiled at the approaching three Autobots. "I can't believe that actually worked." Hot Rod's gaze then fell upon the smoldering chest of Ironhide, where Laserbeak had managed to land a few shots before Hot Rod had grabbed him. "Hey old timer, thanks for the assist."

"Ah, think nuthin' of it, kid. I'd take a whole lot worse for someone that gets ol' Kup as riled up as you do." Ironhide smiled back and then nudged Sunstreaker. "Man, this kid's as crazy as your brother."

The yellow Autobot smirked. "And every bit as ugly, too." Sunstreaker then turned sharply and started running back toward the closest sounds of battle. "Now quit polishing the kid's lucky skid plate and get back to killing 'Cons!"

Ironhide nodded to his two remaining comrades. "Follow that jerk and defend the southern perimeter. I'm gonna back up Prowl to the west."

*

"TAKE COVER!" Prowl's order came just in time for Brawn and Cosmos to dive out of the way of the massive attack craft's barrage. They returned fire, but the chromed armor of the craft was more than enough to repel their ordinance.

"Hey Prowl, check out the ship's designation."

The Autobot Strategist complied, and read the words 'The Slagmaker' written in large, clear Cybertronian across either side of the ship. "Megatron's arrogance truly knows no bounds, does it?"

They watched as the craft slowed, and lowered toward the ground. The side hatch opened and the imposing Decepticon Commander jumped to the ground, quickly followed by Bludgeon, Stranglehold, Octopunch, Soundwave, Rumble, Buzzsaw, Ravage and Frenzy. "That arrogance just might work for us, old buddy!" Prowl turned toward the familiar voice and smiled at the red van speeding toward them, as it transformed into Ironhide. "Now that the head Decepticreep is outta that there ship, we can skin his rusty hide!"

"Autopilot, land at the pre-arranged coordinates." Megatron turned away from his departing ship and looked to the four Autobots standing between him and the heart of the city, smiling as he did so. Behind him, Sky Lynx in separate beast modes was fighting alongside Defensor to keep Devastator, Bruticus and Menasor from reaching the city limits. "Soundwave, Bludgeon, take your teams and help our giants dispatch theirs! All but Ravage and Buzzsaw; you two are to bypass these four idiots and wreak havoc from within the Autobot ranks." The massive Decepticon conqueror sneered as he looked at Prowl, Ironhide, Brawn and Cosmos. "I'll take care of these walking shells personally."

As Prowl watched the Decepticons set out towards the Autobot heavyweights, the two Cassetticons wove their way past his comrades' position, effortlessly evading every shot. The white and black Autobot raised his wrist and opened a channel to all Autobot frequencies. "Ravage and Buzzsaw have entered the city! All Autobots watch your fenders!" He then switched off the communications channel and addressed his immediate comrades. "We can't let those Decepticon gestalts get into the city! I'm going to try and stop Soundwave and Bludgeon, you guys, do what you can against Megatron."

Brawn nodded and grunted a reply. "We'll be there to back you up as soon as we've slagged his shiny carcass!"

Prowl transformed into police cruiser mode and darted past Megatron, toward the other Decepticons. Ironhide watched his friend depart and looked at the Minibots. "Alright boys, no screwin' around. Let 'im have it!" The three Autobots hunkered down behind metal crates and opened fire on the Decepticon Commander, who made no effort to evade the attack.

Megatron observed the combined firepower of the three Autobots impact his frame, and laughed. "PATHETIC!" He fired a fusion blast, shredding their cover. "I have no more time for the meager obstacle you pose!" The massive warrior marched toward the three disoriented Autobots.

Ironhide and Brawn quickly got their bearings and came to their feet, charging Megatron. "The only thing that's meager is going to be the whimpering you'll be doing after we've torn you a new exhaust port!" Brawn shouted out as he pumped his short legs toward the Decepticon. A second shot from Megatron's fusion cannon tore through the Minibot's left leg, and Brawn tumbled to the ground.

Ironhide reached Megatron and immediately started beating on the powerful Decepticon's frame. The punches were enough to irritate Megatron and back him up a little, but nothing more. A left cross put a stop to Ironhide's assault, and a right uppercut to his chest lifted the red Autobot into the air, depositing him in a heap at the silver robot's feet. Megatron ferociously thrust the fingers of both hands through the center of Ironhide's chest armor and tore it open, exposing the inner workings of the Autobot's torso.

"NO!" Cosmos ran at the Decepticon Commander, peppering Megatron with all the ordinance the Minibot could muster. The barrage met only cruel, mocking laughter.

Brawn charged Megatron, hopping as fast as his one good leg was able. He lunged at the massive Decepticon, but Megatron's left hand shot out and gripped the crippled Minibot's face, keeping him at arm's length. "I'll deal with you sawed off runts momentarily. But first, it's time to put this rusty pail of defective parts out of my misery!" Megatron locked optics with Brawn as he lowered his shoulder-mounted fusion cannon until it was lined up with Ironhide's exposed chest, cruelly grinning the entire time. Brawn fruitlessly struggled against the iron grasp of the original Slagmaker. "No, no, no, NO, NO, NO, NONONONONONONOOOO!"

BOOM! Megatron shifted his hold to grip the back of Brawn's head. He brutally thrust the Minibot's head toward the smoldering remains of his friend and comrade. "NO!" Brawn stared in horror at the remains of a frame that he had sometimes considered to be indestructible. The shards of nearly-molten metal, the spurting mech fluid and liquid energon, the opaque optics and the fried remains of an ancient spark chamber made it clear how wrong that consideration truly was. "Ironhide..." The whispered name of the departed would be the only eulogy that Brawn would be able to give his fallen friend.

"Your turn, Minibot!" Megatron jerked Brawn's frame into the air and sent his right fist through the tough Minibot's heavily armored chest.

"Ughn." The groan was involuntary, and would be the only display of pain that Megatron would get out of the doomed Autobot. Brawn's hate-filled glance drifted from Megatron's face and toward his fellow Minibot, who was still firing on the seemingly invincible Decepticon. "Cos...Cosmos. Get outta here."

"I'm not running!" Cosmos cried back as fired frantically at Megatron's head.

"Th...that's an order, soldier. G...get help."

"Enough of this!" Megatron had grown weary of playing with the Minibot and slammed him to the ground. The Decepticon's hands erupted into a blur of motion, and within a few seconds Brawn's remains were spread across the ground. Megatron turned his mech fluid-streaked face toward the green Minibot and glared. "Your turn."

Cosmos fired off a couple more rounds before cursing, transforming, and speeding into the air.

*

Prowl knew that as tough as Ironhide and Brawn were, they would not be a match for Megatron, even with Cosmos' help. Just as he knew that he would not be a match for the six Decepticons that he was trying to overtake. But he and the other Autobots were resourceful, and perhaps could keep the Decepticon leader, and he these six Decepticons, busy until assistance arrived. Of course, assistance had better arrive quickly.

Prowl's interception of the running Decepticons did not occur, as the Surgical Strike shot by and spat a line of fire directly in front of the speeding police car. The barrage got the attention of the six Decepticons charged with assisting their gestalts, and they turned toward the lone Autobot pursuing them. The dark attack craft in the sky above lowered to the ground and the side hatch opened. Shockwave leapt from the ship and landed on the grass below. "Razorclaw, take the Surgical Strike over the city, disembark with your two teams, have the autopilot land next to the Slagmaker, and destroy any and all Autobot resistance that is foolish enough to cross your path."

The reply came through Shockwave's wrist communicator. "Understood, Lord Shockwave." With that, the dark craft shot upward, toward the battle-ravaged sky above the Autobot's secondary base.

Shockwave's lone optic turned from the recently transformed Prowl to the other Decepticons looking on. "You have a task to perform, I presume." Soundwave and Bludgeon both nodded. "Then perform it. I will handle this Autobot." Shockwave watched as the Decepticons turned and continued toward the battle being waged by the giants before returning his gaze to what was in many ways, his opposite number. "Hello, Prowl."

Prowl nodded. "Shockwave."

Shockwave calmly took a step toward the smaller Autobot. "The general consensus about me is that I lack any emotion, that I am an unfeeling machine. I have even heard the claim on numerous occasions that I am operating without a spark." The large, purple war machine genteelly commented, as if talking to a friend in a moment of leisure.

"Your point?" Prowl readied his weapons, unsure of where Shockwave was going with this discussion, but knowing that the final destination was surely a violent one.

Shockwave nodded. "Yes, straightforward as usual. One of the many things I always admired about you, Prowl. You see, my point is that these rumors, like most, are not entirely correct. Overwhelming emotions certainly do not hinder me, and to say that I have control over my feelings would be an understatement. But I am not completely devoid of them either. When I hear foolish claims that the Autobot Military Strategist is more effective than I am, a certain level of anger does exist. I realize that the claims are absurd, but their existence forces me to consider why they came about." Shockwave stopped several feet in front of Prowl and folded his arms. "I am forced to realize that, while winning, the awesome military might of the Decepticon Army is being effectively held at bay by a rag-tag group of under-equipped consumer goods."

Prowl smiled. "Imagine that."

Shockwave's glaring optic intensified at Prowl's comment. "I know that this has more to do with the deficiencies of the current Decepticon Commander than with any fault in my own planning, but it is still something that causes some slight irritation to my being." The massive warrior leaned in toward Prowl. "And I know for certain that it is most definitely not due to any inferiority of myself to the likes of you."

Prowl nodded. "Whatever you need to tell yourself, big guy." The Autobot watched the lone optic of his enemy narrow, and knew that it was now or never. Prowl instantly had his rifle aimed at Shockwave's chest and was unloading on it.

Shockwave backed away from the attack, and was caught by a rocket from Prowl's shoulder launcher. The blast set the Decepticon back, but Shockwave instantly regained his composure, took to the sky, and transformed to cannon mode. "It is time we learned which of us is truly superior." The hovering cannon spit forth a series of deadly blasts, the first two missing the evasive Prowl, but the third obliterating the Autobot's lower right leg. Shockwave transformed mid-air, lowered to the ground, and ominously started toward his downed foe. "You were a worthy adversary, Prowl, but ultimately, you fell short of being my equal."

Prowl twisted to face Shockwave, but as soon as he did his rifle and rocket launcher were blasted to pieces by the Decepticon's wrist cannon. The Autobot Strategist looked up at his would-be dispatcher, and realized that there would be no escape. "Fallen short?" He may be doomed, but he would make sure that the question of who was better would continue on to haunt Shockwave. "Physically, you're right. I am no match for you. But in terms of strategic thinking, well, when all is said and done, the Autobots are going to emerge victorious from this war. And I like to think that the decisions made by the both of us will have contributed to that outcome."

Shockwave stood over the Autobot laid out across the ground. "You speak nonsense. The Autobots have entered their final days."

Prowl displayed a smile. "Have we?" He twisted his head and looked to the besieged city. "Your forces are currently overrunning our base, but they will eventually be driven out. Decepticons will never have a secure foothold on Earth, and as you're no doubt aware, Earth is the key to victory."

"You truly believe that the Decepticons will be forced back this day?"

Prowl stared intently at Shockwave. "I know they will. We've been anticipating an attack of this caliber ever since learning of your ability to generate wormholes. The attack came before we were fully prepared, but we'll drive you off none the less."

Shockwave lowered his head and peered at Prowl. "If we are driven off, then even that will turn out to be a victory for me, and ultimately a victory for the Decepticons."

A look of confusion came over Prowl, but he slowly realized what was being said. "I was wondering when you were going to take your shot against Megatron." The Autobot chuckled. "You're an effective administrator at best. You lack the creative thinking to be a truly great Commander. But good luck in your quest to overthrow Megatron. The Decepticon Empire will wither to nothing under your rule, just as it had before."

The comments caused rage to swell in the normally calm Decepticon, but though he was furious internally, Shockwave kept his outer appearance unaffected. "Goodbye Prowl." Shockwave raised his cannon to the Autobot's head.

*

"Jetfire, Powerglide, Aerialbots; get out there and engage the enemy!" Prime shouted into the communicator as they finally approached the besieged secondary base. The Autobot Commander turned to the other occupants of Omega Supreme's rocket section. The Dinobots, Inferno, Mirage, Ratchet, Wheeljack, Cliffjumper, and Smokescreen were glued to the screen displaying the battle taking place ahead of them. "We'll be there momentarily, so be ready to fight."

Wheeljack shook his head absently. "There are so many of them."

Prime noted his fear, and the apprehension coming from some of his other soldiers. He opened a channel to all Autobot frequencies. "The odds are against us, my friends, but we have to fight, and we have to win. We can not allow the Decepticons to get a foothold on this planet. To do so would spell certain doom." Prime peered into the optics of those with him before continuing. "Megatron must be stopped...no matter the cost."

Those Autobots that had been afraid instantly felt reassured. They were still very aware of the peril ahead of them, but they knew that somehow, Prime would lead them to victory. Omega Supreme's voice then came through the cabin. "Destination: approaching. Landing: imminent."

Prime raised his rifle to the ready and intensified his optics. "Move out!" The rocket touched the ground, the hatch opened, and as one all twelve Autobots charged out. Prime transformed the moment he hit the ground and sped toward the city. "Ratchet, set up a battlefield hospital for the wounded unable to reach the base's infirmary! Omega Supreme, take out Menasor and Bruticus! Dinobots, destroy Devastator! Grimlock, tell Defensor to get back to the base and clean out the Decepticon ground forces, and tell Sky Lynx to reclaim our sky! No quarter is to be given, there's too much at stake to pull punches! Autobots, roll out!"

"Me Grimlock not ever pull punches!" The Dinobot called back as he transformed and led his herd of dinosaurs at the rampaging Constructicon gestalt a little over a mile away. The immense form of Omega Supreme thundered behind them.

Prime barrelled toward the outer reaches of the city, pulling away from his fellow Autobots as he accelerated to speeds that defied his large, bulky vehicular frame. Up ahead the Autobot Commander spied Blitzwing, Thrust, Shrapnel, Runabout and Ramjet refuelling from Octane's truck mode. The four robots caught site of the red semi bearing down on them and turned to flee. Prime exploded right through Octane's energon-loaded trailer, sending pieces of the triplechanger's frame scattering in all directions. The blast buried Octane's head and torso in the dirt - alive, but in instant stasis lock.

The blast had no effect on Prime, who plowed through the blazing debris after the other Decepticons. Shrapnel and Thrust both turned to see that whatever distance that they had thought they had was gone - Prime was upon them. The red Freightliner slammed into the terror-stricken Decepticons, sending them hurtling end over end into the air. Runabout was next to turn, and could only watch as Prime's grill drove him to the ground and the Autobot's front left tire crushed his mid-section.

Using the black Decepticon's frame as a springboard, the red truck bounced into the air, transforming into the powerful leader of the Autobots. As he soared above, Prime targeted the remaining two Decepticons that were fleeing from him, Blitzwing and Ramjet. Two powerful laser bursts incinerated two Decepticon chests, and as Prime returned to earth, he unloaded another series of shots on the Decepticons. In a matter of seconds, all of the Decepticons had been reduced to damaged heaps of metal strewn across the ground. Prime considered finishing them off and eliminating the threats that they would undoubtedly pose in the future, but the thought of firing upon helpless frames sickened him. And he was needed in the city right away.

The Autobot Commander quickly glanced toward the battle of the giants. Five Dinobots barreled into Devastator, knocking him off balance. Omega Supreme hammered away on Menasor and Bruticus. Defensor and Sky Lynx finished with Soundwave, Bludgeon and the other Decepticons, and turned for the city. Prime ran in that direction as well, but something on the ground up ahead caught his attention. An inert frame, missing a head and a leg, but still easily recognizable to the Autobot Commander. Sorrow welled within the being of the powerful Autobot, but he knew that Prowl would have insisted he save the mourning for a more appropriate time.

Prime transformed and drove toward the giant base as the other Autobots in his company arrived. As he sped forward he caught sight of a purple cannon flying above the outskirts of the complex, raining death to those below, and a chrome tank blasting its way into the center of the city. "It ends today, Megatron," the Autobot whispered as he sped after the Decepticon Commander.

*

"KUP, GET YOUR OUT-DATED SKIDPLATE OVER HERE NOW!"

"No need to shout, Sideswipe!" Kup called out to the back of the red Autobot that had just screamed into his wrist communicator.

Sideswipe turned to see Kup, Hot Rod, Blaster, Arcee and Vixen running toward he and Hound, the green Scout firing on incoming Decepticons from a prostrate position due to a severely injured left leg. "I thought he was with my brother." Sideswipe called out as he pointed to Hot Rod.

"That yellow pool of slag said that if I didn't get the inferno away from him, he'd pump a missile up my exhaust port." Hot Rod called back.

"Watch who you're calling a pool of slag, newbie!" Sideswipe snapped back. He realized that Sunstreaker was more than likely deserving of the unflattering description, but regardless, Sideswipe was not going to sit back and let his brother be insulted. But this was something that would have to be dealt with another time. "As you can see, we're a little overrun here." Sideswipe pointed toward the Predacons and Deluxe Insecticons edging closer to the outer rim of the city. "That big locust shot electricity or something at the towers where the humans were manning the perimeter guns. So right now it's just us keeping these guys out."

Sideswipe's assessment was barely complete before a giant red panther drove him to the ground. His rifle was knocked away and his shoulder-mounted rocket launcher was twisted upward, but the red Autobot instinctively gripped the right forelimb of the beast, twisted his body and threw Rampage off him. The giant cat landed gracefully and turned back to face Sideswipe, growling as he did so. "Time to die, Autobot." The beast lunged at the twin, swiping at the broad red chest.

Sideswipe jerked away to the left, tumbling to the ground and barely evading the strike. "Slag, this guy's quicker than I am!" The panther emitted a noise that seemed to be the combination of a laugh and a snarl before launching himself at Sideswipe once again. Rolling to his back, the Autobot reached for the Predacon's outstretched claws, and planted his right foot into the feline's mid-section. Sideswipe managed to catch the front paws of the beast, and his rocket launcher snapped back to a forward position. "Time to put the cat out!" The rocket launched, but Rampage was fast enough to avoid the full brunt of the projectile, catching only a glancing shoulder blow. The shot did knock him away from the red Autobot, but the damage was minimal.

"Enough playing, Rampage!" a massive lion called out to the panther, before transforming to Razorclaw and firing on the other Autobots. "Converge on my position so we can end this!"

"STOP HIM! We can't let them form PredaKing!" Blaster yelled as he fired on the departing panther. The other Autobots attempted to comply, but four giant insects converged on them and started attacking them at close range.

"Son of a..." Sparkplug ran down the metal street and saw his giant friends in trouble. He looked around to see if there was any way for him to help, and saw several large, tower-mounted guns that appeared operational. Unfortunately, most of the more powerful Cybertronian cannons were too distant for him to get to quickly. But there was one tower that was only a couple dozen yards away, equipped with an effective, albeit man-made, weapon. The United States government had donated several Linear Magnetic Accelerator Cannons, or rail guns, to the Autobots to aid in the defense of their new base. Theoretically, the rounds discharged from the rail gun should achieve sufficient velocity to penetrate all but the most durable of Cybertronian armor. Sparkplug charged into the tower and sprinted up the stairs. Time to test that theory.

Vixen screamed as a giant rhinoceros beetle unloaded a series of explosive rounds into her chest. "VIXEN!" Arcee cried out to her soldier and ran to aid her, but a giant black locust dropped from the sky before her and transformed into Ransack.

"What a pretty little casualty you'll make." The Insecticon spat at the acting Femme Commander before marching toward her.

"NO!" Hot Rod called out and ran at him, but was tackled to the ground by a giant grasshopper.

"I figured you guys would be hogging all the fun!" Kickback announced as he engaged Hot Rod.

Ransack paused his assault on Arcee for a moment to address the newcomer. "What in the inferno are you doing here? Get the slag out of my sight!" Not intending to see that his order to Kickback was followed, the large Insecticon turned back to Arcee. "Now, where were we?"

Suddenly, Ransack's torso jerked forward. He remained upright, and seemed only confused by the involuntary movement. He looked to Arcee, as if expecting her to explain it to him. As he gazed upon her pretty face, his body jerked again. This time both he and Arcee looked down to his chest, and both noticed two small holes, one already leaking fluid and the other just beginning to. "What the..." Ransack turned around and looked up at the tower that was behind him. Just as he did so he shuddered a third time, and Arcee noticed the newly formed hole in his back. Then, like Ransack, Arcee looked up into the tower and saw Sparkplug Witwicky manning one of the human weapons.

Ransack took a step toward the tower, but a fourth shot made him drop to his knees. "Ransack!" Chop Shop cried out at seeing his comrade in peril. A fifth shot from the human's cannon dropped the black Insecticon to the ground, where he ceased all movement.

Kickback observed keenly as Chop Shop scrambled to get to his friend's inert frame, and realized that this would be an opportunity for him to score some points with the frantic reddish Insecticon. "DIE, HUMAN! NOBODY ASSAULTS MY INSECTICON BRETHREN AND LIVES!" The grasshopper leapt at the tower and clung to it just beside the jutting turret. A swipe with one of its forelimbs caused the rail gun to be wrenched from the tower and part of the metal wall to be torn away, leaving Sparkplug exposed.

But before Kickback could kill the human, Hot Rod jumped after him and tackled him to the ground. The Insecticon transformed into robot mode, but a series of punches from Hot Rod sent him once again to the metal floor. The red Autobot then climbed the fifty-foot tower and peered in at Sparkplug. "Let's get you out of here, huh meat-bag?" Before the human could reply, an orange hand reached in and grabbed him. A moment later Sparkplug was being evacuated in a red and yellow Cybertronian sports car.

Blaster, Kup, Sideswipe, Hound and Arcee had begun to repel the Insecticons when a tremor rolled across the metal ground. "Slag." Sideswipe muttered as he looked up at the ninety-foot super warrior standing above them.

PredaKing took another groundshaking step toward them. "You Autobots ought to feel honored. I should just charge into the heart of this city and tear it apart from the inside, but I have decided to take the time to destroy each of you before I do so." The statement was followed by a deep chuckle.

The Predacon gestalt reached down toward the Autobots but stopped as another set of tremors began - smaller, but rapidly paced. Though faint, they were increasing in force. PredaKing looked to their origin, in time to see a giant blue lynx charging him down. He straightened and started to brace, but the enormous mechanical animal had already sprung upon him and tackled him to the ground. PredaKing quickly threw the beast off him and jumped to his feet, but was once again driven to the ground as a giant pterodactyl-like creature smashed down on his back. The talons of the flying nightmare tore into the wings of the Predacon as its large and sharply toothed beak bit into his head.

"Sky Lynx looks like he's got this matter in hand, and the bugs seemed to have bugged out." Kup called out as he saw Barrage, Venom and Chop Shop charging to another section of the battle. "Well, except for that one." The light blue Autobot pointed to the unmoving frame of Ransack lying in a growing pool of his own internal fluids. He shifted his gaze several yards away and saw Arcee running to and kneeling over the inert frame of Vixen. "Oh no." He jogged over to the two Femmes. "Is she...?"

"Gone." Arcee muttered, barely controlling her dismay.

"I'm sorry Arcee." Kup looked to the other Autobots. "But the time for grief is after the battle is won, so we'd better go where we're needed right now." The ancient Autobot watched as the Femme Commander rose to her feet and nodded. "Good. Sideswipe, take Hound to get some medical attention. The rest of you, follow me."

*

Trailbreaker struggled to pull his twisted left arm free, but Megatron's left-handed grip was too tight. The Decepticon Commander then descended on him with a tremendous right cross to the back of Trailbreaker's left shoulder, tearing his arm from his body. The one-armed Autobot collapsed to the ground. His attempt to keep Megatron from entering the central facility had been a complete failure. As a tank, Megatron had rolled nearly the entire way up the two-lane entrance bridge without even slowing down under Trailbreaker's most intense firepower. With only a few dozen yards from the top, Megatron finally transformed and menacingly marched the remainder of the way toward the entrance. The only thing between he and the core of this enormous complex was Trailbreaker. And now, it looked like Trailbreaker was an obstacle that was only seconds away from being removed, permanently.

"HOLD STILL, MEGGY! I can't properly admire my reflection in your shiny hide when you're moving," the yellow Lamborghini called out as it sped up the bridge behind Megatron. Sunstreaker transformed and fired a missile as Megatron turned to face him. The missile impacted the Decepticon's massive chest and sent him stumbling backward. Sunstreaker smirked at the snarl displayed by Megatron before looking toward the downed Trailbreaker. "I'm going to tell you that this is for your own good, and that I will take no pleasure in it." Sunstreaker's right optic flickered. "The first part is true." Another missile loaded into Sunstreaker's wrist launcher, one with only a fraction of the charge that his previous one had contained.

Trailbreaker looked at his approaching comrade in confusion, and then fear as Sunstreaker pointed the missile toward him. "Wha...Wait, WHAT ARE YOU DO..." The missile shot out and impacted the bridge right next to Trailbreaker, sending him toppling over the side.

Sunstreaker laughed gently and looked back to Megatron. "It was the only way I could think of to get rid of that stubborn third wheel." The Autobot looked over the side. "It's a bit of a fall, but he'll live."

Megatron grinned at the yellow Autobot. "That's more than can be said for you, Sunstreaker."

Sunstreaker loaded a third missile. This one, like the first, was fully charged. "Let's dance, Margaret."

"NO!" The two robots turned to see the red truck speeding up the bridge and transforming into the imposing Autobot Commander. "Sunstreaker, make yourself useful somewhere else. Megatron is mine."

Sunstreaker thought about arguing, but immediately realized how pointless that would be. The yellow Autobot shrugged and turned one last time to Megatron. "See ya' on the other side, Meggy."

"Rest assured Autobot, I WILL be the one to kill you; you and your sibling. This is a vow that I will never forget." Megatron growled at the departing yellow Autobot, but then courteously turned toward the Autobot Commander. "Prime."

Prime's piercing blue optics narrowed as he holstered his rifle magnetically to his back, and growled at his ancient enemy. "One shall stand, one shall fall."

Megatron sneered as he raised his shoulder-mounted cannon to a vertical position to improve mobility and peripheral vision for close-quarters combat. "Why throw away your life so recklessly?"

Prime sped up his march toward the Decepticon. "That's a question that you should ask yourself, Megatron." With that the two warriors lunged at each other. Prime caught Megatron off guard with a quick jab to the face, and then capitalized on the strike by tackling his enemy to the ground just inside the enormous white entranceway.

Megatron rolled back, holding onto Prime's torso and wrenched him off, tossing him back further down the hallway. The two combatants were instantly on their feet and charging at each other. Megatron threw a right cross, which Prime dodged and countered with a left roundhouse. Megatron ducked it and countered that with a left uppercut that caught Prime just under the faceplate and sent him flying back.

Prime tucked mid-air and rolled as he hit the ground, coming up on his feet and charging Megatron once again. Megatron dove at the approaching Autobot and wrapped his arms around his waist, driving Prime back. Prime dropped an elbow heavily into the small of Megatron's back and then hip-tossed him to the ground behind him. As Megatron got to his feet, a left cross to the right side of his face struck him, but he ignored the blow and instantly reacted by delivering a left uppercut to Prime's mid-section. The Autobot doubled over and Megatron gripped the back of his head and drove it down hard into his quickly rising knee, cracking Prime's faceplate.

Prime fell to the floor, but immediately planted his hands on the ground and thrust his body at Megatron, driving his right foot into Megatron's stomach and then slamming a left crescent kick into the side of the Decepticon's head. The kick threw Megatron to the ground, and Prime leapt at him. The Autobot stomped down on the chrome warrior, but Megatron rolled out of the way and regained his footing.

Megatron grinned at Prime as they squared off, and a moment later his fusion cannon snapped down into firing position and erupted. Prime twisted to the right fast enough to avoid getting hit in any vital spot, but had the tip of the smokestack on his left shoulder incinerated. The twist put him in a position to deliver a right cross to Megatron's chin, a blow that sent the Decepticon Commander stumbling back. Megatron shook the punch off and looked up to see Prime hurtling toward him in the air to deliver a leaping right thrust kick directly to his face. The kick sent Megatron skidding eighty feet across the ground before coming to a stop at the end of the massive hallway.

The Decepticon got up and saw Prime's next attack in time to step out of the way of the Autobot's shoulder-ram. Prime was controlled enough to stop before hitting the wall, but he was unable to avoid a right roundhouse to the face that sent him stumbling back against a sealed metal door. Megatron charged the dazed Autobot and planted his shoulder into Prime's chest, tearing through the metal behind him and sending both combatants tumbling through into the next hallway.

The two metal warriors grappled on the ground as a dozen humans who had been seeking sanctuary within the enormous facility ran away in panic. Megatron gripped Prime's face with his right hand, positioned his thumb over the Autobot's left optic, and gouged the optical circuitry out. "Ughn!" Prime jerked his head away painfully and threw Megatron off of him.

Both scrambled to their feet but the infuriated Prime was first to stand and launched a right, and then left, and then another right roundhouse to the rising Decepticon's face. Megatron crashed onto his back and looked up to see Prime's big right foot speeding at his face. The Decepticon attempted to move his head out of the way, but the front of the foot caught him in the forehead just under his helmet and tore a gash in both the front of the helmet and his forehead armor.

Instinctively the Decepticon rolled away and struggled to get to his feet. Dizzy, Megatron frantically looked around for anything that he could use as a weapon. Construction materials were lying all around, including a mounted boring laser designed to slice through thick sheets of metal. The chrome robot leaned in and shoved Prime back a few steps before leaping for the large laser that was bolted to the floor three-dozen yards away. Ripping it from the floor and tearing away the thick chunk of metal, Megatron quickly adjusted the settings that existed to keep it from firing any farther than was needed for the task at hand. Removing the safety measures, Megatron turned the tool against the charging Prime and fired, tearing through his chest and abdomen armor before the Autobot finally reached him and punched the device, instantly pulverizing it.

Prime groaned and fell back, his right hand lifting to his penetrated armor and feeling the fluids run over his hand. Megatron pressed his advantage and shot a right cross at the Autobot's head, but the punch was intercepted by Prime's left hand as he utilized his tremendous reflexes to reach out and catch the blow. "I always knew you were without honor."

"Cry to the ref, Prime." Megatron replied as he launched a left cross that slammed against the right side of the Autobot's face. Prime's face instantly snapped back and his right hand shot up and gripped Megatron by the throat. The massive red Autobot drove Megatron across the hall and bashed his head against the wall with such force that the Decepticon's head was driven through the thick metal.

As Megatron's body leant backwards into the wall, struggling to free his head, Prime took a step back and delivered a monstrous overhand right to the right side of Megatron's abdomen, tearing away a large chunk of armor and circuitry. "Argh!" Megatron jerked his head free, only to have it met by a left uppercut that sent him tumbling to the ground. Prime reached down and grabbed Megatron by his feet and violently wrenched him off of the ground, slamming him into the opposing wall.

Megatron hit the ground once again, but this time sat up quickly. A shot from his fusion cannon tore into Prime's already heavily damaged abdomen. Prime fell, drawing his rifle, and fired a series of rounds into the Decepticon's chest. The two lunged at each other, once again grappling, but now with the intent of lining up their weapons.

*

"Physician, heal thyself."

Ratchet turned away from scattered and lifeless remains of Brawn that had been brought to his make-shift hospital earlier, stood, and looked toward the speaker of the Russian-accented English statement. "So that's what your voice sounds like."

The sleek mechanical panther gracefully paced in front of the Autobot medic, who was currently alone with the corpses of Brawn, Ironhide and Prowl. Whatever injured Autobots the battle had produced had yet to be brought in for medical attention. "Most are surprised that I am capable of speech, yet you seem to have been expecting it."

Ratchet nodded and smiled nervously as he nonchalantly gripped his laser scalpel and turned it to the highest setting. "I've examined your vocal processors up close. You forget that I've had you on my table before." The Autobot medic looked to the hind leg that he had repaired nearly a year before.

"Ah yes, of course." The cat deeply purred. "Though I would never admit it to my comrades, your skills exceed those of both Soundwave and Hook." The Decepticon spy bared long fangs as he smiled. "I almost regret having to kill a surgeon of such proficiency." Ratchet raised his scalpel and fired at the feline, but Ravage was too quick, leaping to the left and then pouncing upon the Autobot. His claws and jaws were a flurry of motion as he tore into the physician. The mauling lasted nearly a minute when, as suddenly as he started, Ravage stopped, raised his head and perked his ears. The cat listened intently for several seconds before springing away and disappearing.

"Hey Ratchet!" Sideswipe called out as he jogged toward the impromptu medical facility spread out away from the heart of the fighting, carrying Hound over his shoulder.

"Put me down, Sideswipe!" Hound yelled at his red comrade.

"If I do that, then I have to wait for you to hobble along, and I really don't have time for that." Sideswipe snapped back. "I've got 'Cons to kill." The red Autobot finally caught sight of Ratchet's frame laid out on the grass and carelessly dropped Hound to the ground.

"Ow!"

"Ratch?" Sideswipe increased his speed until he was at a sprint. "Ratchet!" The athletic Autobot slid along the ground so that he was seated next to the being that had put him back together again so many times in the past. "Come on Ratch, snap out of it!" Sideswipe gripped the physician's hand and peered deeply into his fading optics. "Hold on, Ratch, hold on! Pull through and I swear by Primus that I'll never pull a fool stunt again!" Sideswipe looked over the wounds in hopes that he could save his friend, but the red warrior had seen enough battlefield injuries to know a lost cause. All hope gone, Sideswipe returned his gaze to his dying friend's optics, and knew that Ratchet was just as aware of the finality of the situation as he was. "Thanks for always...for dealing...for fixing...for Sunst..." Sideswipe could only smile weakly at the dying healer and squeeze his hand. "Thanks for everything."

*

"Who is this guy?" Slingshot called out as the large green, white and purple spacecraft wove between he and the other Aerialbots; effortlessly shrugging off the ordinance they shot at it.

"The name is Sixshot." The craft spat back at them. "And I was wondering if I should cut five notches into my wing after killing you, or should I cut a sixth for Superion, as he'll be just as dead as the rest of you once I'm through?"

"Keep yapping ya' flying camel!" The black F-15 replied to the boastful inquiry. "I'll be happy to carve all the notches in your frame you can handle, and then keep on going!"

"Air Raid, there are far too many enemies for you to concentrate on just one!" Silverbolt called out. "When you're outnumbered four to one, you can't be taking the bait of some loud mouth!"

"If it's the numbers you're afraid of, I'll be happy to order the other Decepticon fliers to avoid the five of you so that we can have some privacy." Sixshot replied in an arrogantly joking tone. His amusement was cut short, however, as a pair of missiles impacted the top of his left wing. "WHAT?"

High above, just entering the atmosphere now, four Autobot shuttles streaked downward. Standing in the open doorway of one of them was Ultra Magnus, with smoke coming out of each of his shoulder-mounted rocket launchers. "That takes care of one mode."

Sixshot's wing remained attached, but the damage was enough so that he was unable remain aloft in space cruiser mode until some damage could be repaired by his internal systems, a feat that would take several minutes at least. The multi-changer transformed to robot mode and engaged his foot thrusters to keep from plummeting to the ground. The massive Decepticon's optics narrowed in discomfort as Fireflight shot by, strafing him. He raised one of his rifles toward the red Aerialbot, but was torn away from his shot by the almost equally massive form of Ultra Magnus tackling him mid-air. The Autobot had unexpectedly leapt from the shuttle shortly after firing on Sixshot and was now landing repeated right crosses as he held on to the falling Decepticon's chest with his left hand.

Though Magnus kept Sixshot's frame between he and the ground, the impact was still enough to scramble his systems and damage much of his outer armor. But he was able to remain conscious and pull himself out of the impact crater that he and the Decepticon had created with their fall. The Autobot Sub-Commander looked back into the hole at the inert Decepticon frame, but shuddered with surprise as the Decepticon's optics lit up and one of the rifles rose to target Ultra Magnus.

The shot impacted Magnus' armor and sent him falling back to the ground several feet away. The Autobot looked up in time to see a giant mechanical wolf-like creature bound out of the hole and stare him down. "This will make a good kill." The words resonated deeply from the creature's mouth.

Magnus sat up, pulled his rifle out from a compartment in his armor, and fired on the beast. Sixshot leapt away initially, but then charged the large Autobot, seemingly unaffected by the rifle fire. The wolf pounced on Magnus, but he rolled back and kicked the creature off before it could do any damage. The wolf someraulted across the ground, transforming as it did so. Magnus got to his feet in time to see an armored car speed around and bear down on him, guns blazing. The shots blasted against Magnus' chest armor once again, sending him stumbling back and then falling to the ground. "Yes, a truly good kill indeed!" the six-changer menacingly shouted out at the downed Autobot as he sped in for the kill.

"Not today, you Dutch oven!" Springer's words could be heard over the sounds of battle as the green and yellow helicopter swooped down and unloaded on the Decepticon.

"I remember you!" Sixshot shouted back and instantly transformed into a multi-barreled cannon. "And I know you remember this!" A barrage of powerful ordinance shot into the air at the Autobot triplechanger, but Springer's growing aerial skills enabled him to evade the attack and land some return fire.

"Nice shooting, kid!" Magnus called out as he jumped to his feet and riddled the living gun-mount with fire of his own.

Sixshot transformed back to robot mode and glared from one Autobot to the other. "Finally, a challenge worthy of my abilities! I will adorn my quarters with both of your heads!"

***

"Wow, Kickback really holds a grudge!" Sparkplug commented as he peered backward out of Hot Rod's driver's side window.

"Well, I know that I'd be a little oil-thir...well, in this case blood-thirsty, if it were one of my buddies you aced," the Autobot commented through the speaker in his dashboard.

"Yeah, but it didn't appear as though they liked each other that much," the hunted human replied.

The alien sports car sped around a corner and headed straight for the bridge leading up to the main entrance of the burgeoning city's central complex. "I think it's a pride thing. I mean, it's got to be embarrassing to have one of your boys capped by a meat bag," the Autobot quipped as he swerved around the robotic form of Gnaw, who was being driven back by fire from Tracks, Grapple and Hoist.

Sparkplug chuckled as he was transported up the large, westward facing black bridge. "Had your 'boys' on the Ark woken up a century or two later than they did, they'd have been our playthings."

Hot Rod scoffed as he approached the top of the bridge, followed closely by a giant leaping grasshopper. "You guys have come off a fairly productive vorn or two technologically, but you've still got a long way to go to be in our league." The red car turned sharply to the side and skidded to a halt near the entranceway. "You should be safe in here. I'll take care of this Kickback character."

Sparkplug jumped out and started inside. "Thanks pal."

"No big deal, I already owed you one for saving my fine lookin' piece o' lady." Hot Rod quipped as he transformed and prepared to engage the pursuing Insecticon.

Sparkplug chuckled as he ran inside to safety. "Kids."

Kickback landed several yards in front of Hot Rod, transformed, and smiled at the Autobot. "Look pal, I have no beef with you; heck, I've got no REAL beef with the human either. It's just that bringing back his head will put me in good standing with one of my cohorts. So how about you just let me go on in, OK?"

Hot Rod was a little startled by both the friendly tone and the absurd suggestion. "What? Are you slaggin' nuts? Come here, you purple mushroom." The red Autobot started toward the Insecticon, but Kickback leaped high above him, clung to the wall above the entrance and fired down on the Autobot.

Hot Rod rolled out of the way of the deadly shots, but was quickly back on his feet returning fire at the Insecticon. "You're not the only one that can climb, gruesome!" The young Autobot shouted out as he jumped after the Decepticon and followed him to the top of the main section of the enormous facility.

The two robots exchanged fire as Hot Rod gave chase to Kickback over the expansive roof, each occasionally taking cover behind the various ducts, cannons and other structures that were spread across it. "This isn't necessary, Autobot!" Kickback yelled out. "If you have some sort of attachment to that particular human, you are more than welcome to provide me with another. They all pretty much look the same to us."

"Man, you really are a psycho, aren't you?" Hot Rod replied between shots as he continued to push the Insecticon back toward the southern edge of the roof.

*

Prime drove the butt of his rifle into Megatron's jaw, jarring his head back with enough force to snap several of the cables at the base of the Decepticon leader's neck. Megatron flew across a room that appeared to be a cross between an armory and a staging area, and hit the wall. The Decepticon's red optics flickered for a moment, but he quickly regained his composure, straightened up, and aimed his shoulder cannon at the onrushing Prime.

"Not this time, Megatron!" Prime growled. He reached into a munitions canister mounted on the wall, pulling out a Cybertronian grenade as he ran toward his enemy. Megatron's fusion cannon fired, hitting Prime square in his fissure-covered chest. Armor and circuitry exploded, and Prime's lone functioning optic flickered in pain, but he did not slow. Megatron powered up for another shot, but as he sent the mental command to fire, Prime hurled the grenade into the cannon's maw. The ensuing explosion blasted Prime backwards, tore a hole in the wall behind Megatron, destroyed the fusion cannon, and rendered the Decepticon Commander's right shoulder and arm useless.

Megatron slumped against the wall, dazed and heavily damaged. Prime painfully pulled himself to his feet and reinitiated his charge at his wounded foe. Planting his right shoulder into the underside of Megatron's chest, Prime drove the two of them through the ruptured wall and onto the open-air landing pad on the other side. Getting to his feet again, Prime reached down with his left hand and gripped Megatron by his charred and mangled throat. He peered into the face of the Decepticon, a face whose right side had been melted away to its skeletal frame and wiring. "You lose." Prime whispered before hammering away on the relative undamaged left side of Megatron's face with his right fist.

After a half dozen punches, Prime released his grip and allowed the Decepticon to fall to the ground. "No. I derive no pleasure in causing pain, even to you." Prime took a step back and picked up his rifle, which he had dropped as they crashed through the wall and landed on the landing pad. "It ends now." Prime raised his rifle toward the downed Megatron.

The Decepticon looked up pleadingly into Prime's functioning blue optic. "No more, Optimus Prime! Grant me mercy, I beg of you!"

Slightly taken aback, Prime paused for a moment before responding. "You who are without mercy, now plead for it? I thought you were made of sterner stuff."

But the Decepticon refused to give up and sent a left snap-kick that knocked Prime's rifle out of his hand and sent it sliding toward the center of the pad. Prime watched his rifle skid away and then looked down at his resistant enemy, impressed by Megatron's force of will, but saddened by the Decepticon's unwillingness to accept the inevitable.

High above, Hot Rod finally chased down Kickback, avoiding several barrages from Decepticon fliers speeding overhead, and fired into the chest of the devious Insecticon, forcing him over the southwest corner of the roof. Hot Rod ran to the southern edge to watch his quarry plummet to the ground, but a parting shot from the falling Kickback struck his left shin, knocking the Autobot off balance and over the edge. Hot Rod fell one hundred-fifty feet and landed hard on his back. Although dazed, he remained conscious and immediately tried to get to his feet.

Then he saw it. Prime's gun lying on the ground, and Megatron positioned between it and Prime. Prime looked over at his soldier - one he recognized though they had not yet met - and thrust a hand out at him. "Hot Rod, get out of here!"

Megatron jerked his battered form toward the rifle, and Hot Rod sprang into action to stop him. "No you don't, Megatron!" The young Autobot reached out to grapple with the Decepticon Commander, but Megatron twisted to intercept the attack and grabbed the youth by the throat with his powerful left hand. Despite the heavy damage that he had sustained, Megatron was still powerful enough to hold the Autobot in place and crush his neck.

"HOT ROD!" Prime called out as Megatron pulled the smaller Autobot to the ground and used his frame to push himself up to his feet. Megatron raised Hot Rod up and gripped the youth's throat even tighter, making sure that Prime knew that if he didn't keep back, the squeezing would instantly turn to crushing.

A cruel smile crossed the Decepticon Commander's marred face as he glared at Prime. Megatron limped his way toward the powerful rifle on the ground a few yards away, easily keeping the struggling young Autobot from getting free. The Decepticon finally stood over the weapon, looked down at it, and then back at his opposite number. Megatron then hurled the mid-sized Autobot at his massive leader, stomped on the butt of the rifle so that it flipped up into the air, snatched the handle with his functioning left hand, and then turned to point the weapon at Optimus Prime.

Prime caught Hot Rod and then immediately looked to Megatron. Seeing that his weapon was now in the Decepticon's possession, Prime threw Hot Rod several yards to the side and out of harms way before running at his enemy. An armor-piercing round to his shredded chest, instantly followed by a second, then a third, met his charge. "Fall, FALL!" Megatron yelled, as he flipped a switch just above the handle with his thumb, shifting the weapon to fully automatic fire. The rounds stormed through the air and tore into Prime's torso at a rate of twenty-five per second.

Despite the tremendous damage being inflicted, the Autobot hero fought through the force and the pain and continued making his way toward Megatron, but he finally faltered and fell to one knee. Megatron cackled maniacally. "Ah, I would have waited an eternity for this. It's over, Prime."

Prime's head jerked up to face Megatron, his lone optic narrowed and glowed furiously at the thought of the victorious Megatron propogating his evil throughout the universe. "NEVER!" The Autobot lunged from his prostrate position and gripped the barrel of his rifle with his right hand, while delivering a punch with his left fist, a punch possessing such force that it drove right through the armor of the right side of Megatron's chest and into the circuitry housed within. Wrenching his gun free of Megatron's grasp and flinging it away, Prime then gripped the left side of the Decepticon's chest and used the grip as a brace to tear his left fist out of the side of Megatron's upper torso, sending metal, circuitry and various fluids spraying across Megatron's frame, and leaving much of his inner workings exposed.

Stunned, the Decepticon could only reel back. But Prime was unrelenting; raising both hands high above his head, he delivered a tremendous dual-fisted hammer strike, pulverizing Megatron's shredded chest. The momentum caused both warriors to swing forward and down, but whereas Megatron was completely at the mercy of the blow's force, Prime utilized the downward motion to collect momentum, then redirect it. The Autobot Commander's entire body launched upward as he landed a right uppercut to the left cheek of his enemy that sent Megatron's frame skyward and hurtling backwards toward the edge of the landing pad. Shards of Megatron's face chipped away and shimmered in the sunlight, as the broken chrome frame came down, slammed hard against the edge, and bounced over the side to the metal ground two hundred fifty feet below. Prime stumbled forward, barely remaining upright, and looked over the side. He saw his ancient enemy splayed out across the ground, and stared into the dimming red optics. One remained standing; one had fallen.

Megatron met the stare, knowing that the question that had haunted him since first laying optics on Sentinel Prime's replacement had finally been answered. For the briefest of moments, he accepted that he had been bested. But the moment passed, as Shockwave transformed and landed next to him. He had seen the damage he had caused to Optimus Prime's frame, and knew that no creature could possibly survive that punishment. Prime could pompously stand for the remaining moments of his life if he so chose, but Megatron would survive this day, and he would rise again. "Sh...sh...Shockwave...ga..ge...get me, get me to a re...re...regeneration chamber." Megatron barely whispered out.

Shockwave looked down at his Commander, pondering if he should forego his carefully laid plan and take this opportunity to remove the obstacle that was Megatron. Any thoughts were cut short as the massive purple Decepticon looked up to see Kickback crawling across the ground, staring at him intently, almost knowingly. Then a black and purple F-22 Raptor swooped down out of the sky and transformed into Skywarp. "Is he...?"

"He lives." Shockwave replied. "Take Lord Megatron to his ship and place him in the CR Chamber." The Sub-Commander looked around at the battle, one that had slightly shifted to the Autobots' favor. Shockwave did what he could to not think about Prowl's accurate prediction of the battle's outcome, but the dead Autobot's words echoed through his head. Opening a channel over Decepticon frequencies, Shockwave issued the command that pride had made him hope he wouldn't have to issue. "The day belongs to the Autobots. Decepticons, retreat." Though the command caused pain to his sense of ego, it served his sense of ambition perfectly. Everything was falling into place. He turned to see Skywarp staring hesitantly at the mangled form of Megatron. "Escort Megatron to the Slagmaker now!"

"No." Shockwave turned to see Thundercracker, with a damaged wing and some battle scarring, running toward them. "I will be the one to take Megatron. Skywarp, you take Kickback."

Shockwave did not like this development. He had no problem sacrificing an idiot like Skywarp, or a sadistic maniac like Kickback, but Thundercracker was a valuable warrior and had proven to be an adequate leader. But to order the more competent Thundercracker away from the important role of saving their Commander in favor of the bungling Skywarp may raise some questions. "Yes, Thundercracker, see that Megatron makes it aboard the Slagmaker safely." Shockwave then turned away from the Seekers and raised his communicator to his face to more clearly repeat the command. "Decepticons, retreat."

Prime watched the Decepticons depart, and once they were gone, dropped to his knees and fell back, into Hot Rod's stricken grasp.

"Optimus, forgive me."

*

"There he is!" Bombshell calmly informed the injured Shrapnel, who he was carrying toward one of the awaiting transport ships.

"WHERE!" Shrapnel yelled out, as loud and grating as he ever was.

Bombshell gestured in the direction Skywarp was headed, to the woods where Megatron's shiny ship was waiting. "Over there, being carried by Skywarp." The Insecticon caught sight of Thundercracker quickly but gingerly carrying Megatron. "Wow, Megatron's seen better days."

Thundercracker rushed up the ramp into the Slagmaker, and Skywarp was not far behind. But Kickback, who was slung over the dark Seeker's shoulder, looked out at his teammates and called to them "Hey guys, come on in!" Skywarp turned to see whom he was talking to, and at seeing the other two original Insecticons approaching, grumbled something quietly but did not try to prevent them approaching.

Bombshell giggled as he jogged toward Megatron's craft. "Looks like we're riding in style today, buddy." Shrapnel nodded and chuckled as well.

As the two Insecticons made their way up the ramp and boarded the ship, a figure emerged from the forest behind the craft. "Three Insecticons and my old killing buddies." Starscream walked toward the ship and slapped a device the size of his hand on its underside. "I would have preferred more of a challenge, but beggars can't be choosers, I suppose." The fugitive Seeker chuckled as he disappeared back into the forest, moments before the ship's thrusters ignited.

*

Sixshot cursed in Cybertronian as he watched the rest of his comrades taking to the sky and pulling out. He glared at the battered frames of the two Autobots that had been putting up such a good fight, the legendary Ultra Magnus and the triplechanger that was designated Springer. An internal diagnostic check let him know that the damage to his wing had been repaired enough for him to fly in spacecraft mode. For anyone else this would have been good news, but Sixshot was looking for any excuse to stay and complete his battle with these Autobots. "Fate smiles on you today, Autobots." The giant multi-changer jumped to the air and transformed to his orbital fighter mode, igniting his thrusters and setting out to join his departing Decepticon comrades. "Next time we meet you will join the growing list of my victims."

Both Ultra Magnus and Springer were too exhausted to come up with a reply, and merely watched as the six-changer joined the cluster of Decepticon fliers and ships heading into the stratosphere. Sky Lynx and Cosmos followed them from a distance in their respective vehicular modes, and a couple minutes later Sky Lynx's voice came through the communicators of nearly every Autobot. "Multiple worm holes being generated."

Magnus replied. "Are all of the Decepticons going through?"

"It appears so. The holes created by the four large transport ships are being used for travel by nearly all of the Decepticon forces. The two attack ships are creating their own holes and using them exclusively."

Magnus nodded, but was surprised as he witnessed another ship dart skyward as well. The craft appeared to consist partly of Cybertronian technology, but seemed to be of alien design. "What-?" Magnus whispered before opening a channel to Sky Lynx once again. "Sky Lynx, be advised that there is a..."

"Ultra Magnus, come in!" Kup's voice sounded atypically worried.

"What is it Kup?"

"Sir, get to the main infirmary in the central complex immediately."

Magnus transformed and started toward the heart of the city. "On my way."

*

The battle-weary Autobot Sub-Commander jogged into the large medical bay and made his way through the numerous patients toward a large crowd of seemingly healthy Autobots formed around one of the slabs. "What's going o..." Magnus caught sight of part of the patient's frame. "No." His whisper was barely audible. The large robot ran to the side of the slab, the other Autobots moving to let him through. "Prime!"

Prime turned his heavily damaged head and looked on Ultra Magnus with his good optic. "Hello old friend."

Magnus weakly smiled at his Commander and then looked to the physician on the other side of the slab, Perceptor. "Prognosis?"

The scientist looked down, shook his head, and then looked back up at Ultra Magnus. "I fear the wounds are - fatal."

"You best reconsider that prognosis and get back to work, egghead!" Sparkplug, who had climbed upon a piece of bedside medical equipment to see what was going on, barked at Perceptor. "Prime, ain't dying!"

Optimus Prime turned to look at his human friend and gently shook his head. "Do not grieve. Soon I shall be one with the Matrix."

Overcome with sorrow and guilt, Hot Rod reached out and gently touched his Commander's side. "Prime..."

Prime reached out, clasped hands with the youth and looked at him reassuringly. He then turned once again to his Second. "Ultra Magnus, it is to you, old friend, I shall pass the Matrix of Leadership, as it was passed to me."

Ultra Magnus shook his head, unwilling to accept what was happening. "But, Prime, I'm... I'm just a soldier. I'm not worthy."

Optimus Prime weakly chuckled before replying. "Nor was I... but one day an Autobot will rise from our ranks, and use the power of the Matrix to light our darkest hour." Unlocking sounds issued from Prime's brutalized chest, as the centre split open. Another series of opening locks was heard, and the sound of compressed air being released as well, as a broad metal panel hinged upward. As the panel rose, a blue light escaped Prime's chest, and a moment later the Matrix was revealed. Prime painfully lifted his hands to his chest, reached in, and removed the Matrix, exposing his own large but weakened spark beneath where the Matrix had been mounted. "Until the day... till all are one..." The dying Autobot extended the sacred object toward Ultra Magnus, but his strength waned and he dropped it.

The Matrix fell and bounced off of Prime's waist, and then rolled off of him toward the side opposite Magnus and fell toward the ground. Hot Rod quickly and instinctively ducked and reached for it, catching it before it hit the ground. The blue orb in the center of the Matrix brightened significantly, and a strange surge began running through Hot Rod's hands and up his forearms. To his astonishment, it appeared as though his hands and wrists were growing. Terrified, he instantly righted himself and handed the Matrix over the slab to Magnus. His optics wide with terror at seeing the blue orb once again dim, Hot Rod was convinced that the Matrix was attempting to punish him for getting Prime killed.

Magnus held the Matrix, but kept it out in front of him, unwilling to accept it into his body. At least not until the current Prime had passed. The Autobots all watched as Optimus Prime's systems completely shut down and all sense of vitality faded from his frame. Even his gently pulsing spark became dark and motionless, though it refrained from dissipating.

"Goodbye my friend." Sparkplug whispered as he fought back a tear.

Kup looked at his former Commander's inert frame and addressed those present. "The Prime is dead." He then turned to Optimus Prime's successor, stood at attention, and saluted. "Long live the Prime!"

"Long live the Prime!" The other Autobots replied and saluted in unison.

Overwhelmed, Ultra Magnus looked to the faces of those honoring him, then to the Matrix, and then to the lifeless frame of his friend lying on the slab. "He's not dead."

Perceptor lowered his hand and took a long look at Optimus' body. "I'm sorry, uh, Prime, but I'm afraid he is. It is uncommon, but certainly not without precedent of for a spark to remain cohesive after death, especially when a spark as powerful as Optimus Prime's is involved."

The new Prime shook his head. "I wasn't expecting it to dissipate, I was expecting it to enter the Matrix." Frustrated, he looked to Kup. "If anyone is deserving of this honor, it is Optimus Prime!"

Kup stepped forward and placed his hand on his old friend's shoulder. "Look Prime, that's just an old legend. Heck, there can't be any truth behind it if even an old storyteller like me disregards it."

"What are you guys talking about?" Sparkplug interrupted the conversation between the two warriors.

Kup looked to the human, thought about telling him that it was nothing, but then deciding to fill him in on what they were discussing. "Legend has it that when a Cybertronian, through his actions, embodies the ideals of courage, honor, justice, integrity, compassion and self sacrifice, and dies defending those ideals, their spark will physically emerge from their dying frame and find its way to the Matrix." Kup shook his head. "But it's just a legend. There has never been any kind of evidence to support it."

"Wrong." The reluctant new Prime spat back. "There are the accounts of several Decepticons that support it!"

Kup looked at his fried in confusion for a moment before he realized what the new Commander was referring to. "You're not giving credence to those Decepticon boasts, are you?"

Visibly uncertain, the new Prime could only nod his head. It was now Hot Rod who asked for clarification. "What boasts?"

The new leader looked down as he explained. "A running joke through the Decepticon ranks shortly after the death of Sentinel Prime was that the beating Megatron was giving him got to be so bad that his spark could no longer take it and it fled his frame." His head sadly shook. "Now that I actually say it out loud I realize how silly it sounds."

Arcee reached across the slab and placed her hand on the despondent leader's shoulder. "This is difficult for each of us to accept, and we all realize that the burden on you is heaviest of all."

The Matrix bearer nodded and lifted his head. He held the Matrix out in front of him, and with a mental command, opened his chest panel. A moment later he was inserting the symbol of Autobot leadership into his frame, and his chest sealed shut over it. Kup stood before the new leader and smiled approvingly at him. "So begins the era of Magna Prime!"

***

Paradron walked into the Iaconian Spire's main infirmary, started toward some of her patients, but then turned to the wall and leaned against it, shaking slightly.

"Paradron!" Fixit hopped off of the lift that enabled him to work on patients resting on standard sized slabs and ran toward the Femme physician. "Are you all right?" The Micromaster was genuinely concerned.

Paradron shook her head and held out her hand to relax her colleague. "I'm fine Fixit. It's just..." The Femme nearly broke down, but finally was able to keep the grief and fear from overwhelming her. "Terrible news from Earth." It was all that she could get out.

"PARADRON!" Chromia called out from the side of one of the slabs on the other side of the room. "Get over here quick! Her monitors are going crazy!"

Both Paradron and Fixit ran, but her longer strides allowed Paradron to get there a good deal faster. "Stand aside, Chromia." The green doctor leaned over the patient in question and began a thorough examination. Her exam had barely begun as formerly darkened optics began growing in illumination. "Elita One?"

The optics of the pink Autobot Femme Commander flickered a few times before stabilizing. "Wha...where am I?"

Paradron laughed cheerfully. "Alive, you old, iron mare!" The medic looked to Chromia, who was every bit as ecstatic. "Let the troops know."

"Yes ma'am." Chromia cheerfully saluted, flashed a grin at Elita, and then hurried out of the infirmary.

"Wha...where's..." The still weakened Femme leader struggled to ask another question.

"Save your strength, Commander." The doctor suggested as she attempted calm her patient.

Elita One refused to relax though. "Where's Prime?"

The smile faded from Paradron's face, and her optics grew wide with sorrow.

***

"Have you figured out where we are yet?" Skywarp asked into the communicator in the Slagmaker's large cockpit.

"Shut up, Skywarp, that's an order. If I figure anything out, I'll let you know. And if you try and contact me again, you'll be floating outside until I've got everything sorted out, and even then I may not let you back in the ship." The frustrated voice replied through the speaker.

Skywarp closed the channel, reclined his seat, and kicked his feet up onto the control panel. "Jerk. He was so much more fun when he was just a grunt." Thundercracker had gone down into the engine room to try and figure out what had gone wrong with the wormhole jump that they had made nearly a half hour ago. A couple of the Insecticons claimed that they were far more technologically knowledgeable than Thundercracker, which was probably true, but the blue Seeker didn't trust any of them around such vital equipment and insisted that he, and only he, be the one to take a look.

Skywarp looked back and down the hall toward the passenger section where the three Insecticons were yappin' about whatever Insecticons yap about. They were probably bad-mouthing Thundercracker, something that normally would cause Skywarp to pick a fight over, but given his current opinion of his nearly life-long friend, was willing to overlook on this occasion.

The rear of the passenger section contained two doors to two short hallways, each leading to a small medical bay with a lone CR chamber. That CR Chamber was currently housing the Decepticon Commander, Megatron. Skywarp considered the effort to save Megatron to be a lost cause. He had seen the end of the brawl between Megatron and Optimus Prime, and figured that the damage that both combatants had sustained was more than all the doctors and medical devices in the galaxy could remedy. But Shockwave said to put him in there, so in there he was. Suddenly, a series of beeps came from the console in front of him. Skywarp twisted toward the control panel, not sure how to operate it. Then, directly in front of the unmoving Slagmaker, there was a breach in space and the Surgical Strike came through.

"Slagmaker, respond." Shockwave's voice echoed through the cockpit.

Skywarp pushed a couple of buttons to respond to the hail. "Hey Shocks, thank Primus you found us!"

"No, thank me I found you. Primus had nothing to do with it." The emotionless voice replied. "Where is Thundercracker?"

"He's in the guts of the ship trying to figure out what's wrong. I'll let him know you're..."

"No." Shockwave interrupted. "Leave him to his work. I'm coming aboard to assess your situation personally and will contact him at that point. Shockwave out." The channel closed and was replaced by static.

Skywarp shrugged, switched off the communicator, and once again reclined back in his chair. "Fine by me. I'm not supposed to talk to him anyway." The dim-witted Seeker lazily watched as a large purple cannon emerged from the Surgical Strike and flew toward the Slagmaker. "I'd better be at the door to greet him. He is going the be the head junker in charge once Megatron kicks, and I don't want to offend his highness." Skywarp grumbled before getting to his feet and walking out of the cockpit, the door sliding shut behind him as he left.

The Seeker walked into the passenger section, sent a glare at the Insecticons, and then stood before the airlock chamber that led to the door to the outside. The exterior hatch opened, and Shockwave made his way into the chamber. The outer door sealed shut, and the door to the interior opened, allowing the Decepticon Sub-Commander in. Skywarp smiled. "All hail Shockwave."

"Shut up, imbecile." Shockwave replied. "Thundercracker is still in the engine room?"

Skywarp nodded. "Yup."

"Good. Return to the cockpit and await further orders." Shockwave watched as Skywarp nodded again and turned around toward the front of the ship. The purple Sub-Commander looked at the three Insecticons seated on the other side of the passenger section, seemingly oblivious to their creator's presence. Shrapnel and Kickback appeared to have incapacitating, but non-life threatening injuries, and Bombshell seemed to be fairly healthy. Shockwave returned his gaze to the departing Skywarp and raised his wrist cannon to his back.

"What...?" Kickback muttered as he witnessed a high-powered charge shoot out from Shockwave's cannon and blast its way completely through Skywarp's frame, sending most of the internal workings of his torso spraying out of his chest. The Insecticon spy dove away as Shockwave turned his fire on them. Bombshell, who along with Shrapnel had not witnessed the attack, turned just in time to feel a bolt of energy cut through his neck, nearly severing his head from his body completely.

Shrapnel jumped to his feet, but collapsed as injuries sustained during the battle forced his legs to buckle. Shockwave ran across the room and grabbed him by one of the pincers jutting out of his back, lifted him up, shoved the barrel of his cannon into the Insecticon's mouth, and blasted a hole through the lower portion of his head.

Kickback scrambled to get to his feet and then turned and fired on the massive Decepticon. Shockwave turned toward him, as if amused by the attempt to stop him. "And the best for last." Kickback screamed in terror, but went down fighting. In the midst of the commotion, Shockwave failed to notice a beeping sound coming from the cockpit.

Once he had finished perforating Kickback's frame, Shockwave turned and made his way to the engine room located beneath them. He opened the door, prepared for Thundercracker to emerge fighting should he have heard the sounds of combat above. To Shockwave's pleasant surprise, he heard Thundercracker cursing in frustration at not being able to figure out the problem with the engines. So engrossed with his fruitless labor was he, that Thundercracker failed to notice the massive purple warrior standing in the doorway watching him. Shockwave decided to let Thundercracker keep himself occupied until after the primary objective had been completed. Shockwave shut the door and returned to the passenger bay, then continuing on to the hallway leading to the rear infirmary.

A minute after Shockwave disappeared into the hallway; the outer hatch to the ship opened and Starscream entered the airlock. A moment later he was in the passenger bay, smiling at the four corpses. "Masterful work, Shockwave."

Footsteps from a stairwell in the corner captured Starscream's attention. "I'm no mechanic, or a demolitions expert for that matter, but I'm pretty sure that..." Thundercracker reached the top of the stairs and entered the passenger bay to find his comrades killed and his former Commander pointing his null-blasters at him. "What the..." Looking intently at Skywarp, Thundercracker then turned angrily to the light gray, red and blue Seeker. "The Insecticons I understand, but...how could you?" Thundercracker pointed to Skywarp.

Starscream chuckled. "Look at the wound, moron. This isn't my handiwork."

Though doubtful, Thundercracker did take a look at the gaping hole in Skywarp's back. "Shockwave?" The blue Seeker thought deeply for a moment, then realizing what had transpired. "Of course!"

"Enough about Shockwave, I'm more interested in discussing how my former protégé and comrade so easily slid into my old position." Starscream quipped.

Thundercracker seemed confused by the statement. "You do know that if you try to kill the boss, and fail, then you're probably going to get fired." A humorless chuckle came from the blue Seeker.

Starscream lost his smile and shook his head. "I was wrong. I find that I really don't want to discuss this." The former Aerial Commander opened fire.

*

"Get out!" Megatron regained consciousness, as he was being violently pulled out of the CR Chamber and thrown to the floor.

The critically wounded Decepticon Commander painfully rolled onto his back and peered up at the being that dared to intervene with his medical treatment. "Sh...Shockwave?"

"Surprised, my Lord?" the purple mutineer asked as he delivered a powerful kick to Megatron's already battered face. The damaged Commander skidded across the metal floor and banged against the wall. "Well perhaps you wouldn't have been, had you paid attention to anything other than your own power and selfish desires." Shockwave verbally spat at Megatron as he stepped a few feet away from his soon to be deposed leader and raised his cannon arm at him. "As much as I would enjoy beating you for the next several hours, I am afraid that I must make this quick. Thundercracker still functions, and he may be returning from his repairs soon."

"Uhm, he's not, and, heh heh, he won't." Shockwave whirled toward the amused voice and leveled his cannon at the newcomer. Starscream, standing in the doorway, already had his weapons trained on Shockwave.

"Sta...Starscream." Megatron struggled to prop himself on the elbow of his functioning left arm. "Sta...Stop Shockwave, and all will be forgiven."

Keeping his gaze fixed on the purple war machine, Starscream snickered and replied. "Is that so, Megatron? And I can expect to be welcomed back into the ranks of the Decepticons with open arms, ambitious agendas and all?" The statement was followed by an incredulous chuckle.

"I...I will not insult you by saying that you will be Commander." Megatron put forth the effort to get the words out. "But you will be my second, and have levels of autonomy unprecedented in my army."

Still staring at Shockwave, Starscream snickered. "That is a very generous and tempting offer, Lord Megatron. But I am afraid that I can not accept it at this time." The former Air Commander pointed his right arm at Megatron's downed frame and fired on him with his null ray, still keeping his optics and his left arm directed at Shockwave.

"Argh! Treacherous fiend!" Megatron yelled out in pain.

Shockwave slowly looked to the dying Megatron and then back to Starscream. "What's the next move?"

The Seeker displayed a sly grin. "We have our hands in the same bowl of energon, there's no denying that. But for right now, the both of us are best served by eliminating Megatron. So I suggest a truce until he's out of the way once and for all. After that, all bets are off."

Shockwave thought silently for a few seconds before nodding. "Agreed." The massive Decepticon turned his cannon on Megatron and sent a blast into his former leader's chest, sending the chrome warrior through the air and against the CR Chamber that he had been in just a few minutes before. Megatron looked up from the destroyed device, but then collapsed motionless.

"Nice." Starscream smiled, still keeping his optics on Shockwave.

Shockwave turned toward the other door and started walking toward it. "Starscream, please put the finishing touches on Megatron. There are certain details that require my attention, details that will make this look like an accident."

"You're leaving me here alone with him?" Starscream peered with narrow optics at Shockwave.

"This is the one thing in all the universe that I actually trust you to see through," Shockwave replied without looking back.

Starscream playfully waved goodbye. "Why, it would be my honor Shockwave." Once alone with Megatron, the Seeker started toward his inert prey. "To have waited for something for so long, and to finally have it here. It seems almost surreal." Starstream giggled as he raised his weapons to finish off the vulnerable warrior. But weak laughter, almost too faint for him to hear, caused the Seeker to hold his fire. "Something funny, Megatron?"

Some slight movement came from the mess of metal and wires laid out in the remains of the regeneration chamber. Megatron's face painfully twisted toward Starscream, but despite the anguishing effort, the betrayed Commander displayed a smile as he looked upon his former officer with his dimmed, pinkish optics. "Ya...You...you are a fool, St...Starscream." Megatron forced out, but still remained gently laughing. "Do...do you really think Sh...Shockwave would leave without making ab...absolutely certain that I was dead?"

Starscream rolled his optics and prepared to come back with a sarcastic remark, but after a second or two of thinking about Megatron's question he suddenly became extremely nervous. "Oh slag."

*

"What is going on here?" Shockwave yelled out as he marched into the Surgical Strike. "Razorclaw, why are you not in the cockpit, and why was I not notified of Starscream's arrival?"

Divebomb, Tantrum, Headstrong, Rampage, Venom and Barrage were all taking turns slapping around a shackled Chop Shop as Razorclaw watched. Despite the binds and the beatings, Chop Shop still struggled against his tormentors, yelling out uncontrollably. "You slaggers! He's one of us! You all just sat back and let Ransack's death go, but he at least sought vengeance against the slaggin' human that killed him!" The reddish Insecticon ceased his struggling as he looked upon Shockwave. "Please spare Kickback, he's my friend." The pathetic plea brought only shame and disgust to his comrades.

"Starscream is here?" Razorclaw's surprise was clear. "I'm sorry, but when you left, Chop Shop asked what you were doing. When he heard what you had planned for everyone on board, particularly Kickback, he freaked out and started trying to get to the controls so that he could warn that sadistic grasshopper."

Shockwave turned away from Razorclaw and glared at Chop Shop. "Not only did I fail to spare Kickback, but I took more pleasure in his execution than in any of the others."

"NO!" Chop Shop yelled out, but a right cross from Rampage instantly silenced him.

"Where is Starscream now?" Razorclaw inquired.

Shockwave turned and marched toward the cockpit. "About to die." Once inside, he peered through the view screen and looked at the Slagmaker resting motionlessly in front of him. Directly beyond it, several miles away, was an unusual ship that he could only assume was the one that had brought Starscream. The purple Decepticon reached down, grabbed a small control pad with a series of buttons, and typed in an eight-digit code.

The Slagmaker instantly erupted into a ball of flame. Shockwave and his troops watched intently as shredded pieces of the ship flew in every direction. But the purple Decepticon's right hand balled up into a tight fist as he saw a scorched, but fully functional F-22 Raptor soaring away from the fireball toward the unusual craft. Razorclaw stepped forward. "He made it out, sir. Step aside and I'll be happy to take the controls and destroy him."

Shockwave ignored the offer, and simply stared as the jet quickly swooped to the awaiting ship, transformed to Starscream, and entered. A moment later the craft vanished into a wormhole. "He would have been gone well before we could have gotten to within accurate firing range." Shockwave then turned and started toward the passenger section. "Besides, given his current standing with the Decepticon Army, Starscream could not possibly pose a threat to me."

***

The procession had made its way up the side of one of the mountains flanking the war-scarred Autobot City, a name which had been used so frequently by newscasters and American government officials in the last couple of days that even the newly appointed Prime was forced to accept the name, despite his predecessor's apprehension to do so. A large plaque with the names of the twenty-eight humans killed during the battle carved into it had been the first item to be brought up to the picturesque clearing raised above the still shiny city. Then mourning comrades carried slabs with the remains of Ironhide, Prowl, Brawn, Ratchet and Vixen up to the clearing. Finally, the lifeless frame of Optimus Prime was laid upon a slab and carried up to the clearing by Magna Prime and Elita One, followed by a riderless horse with boots pointing backwards, a human military tradition used to symbolize a fallen leader who would never ride again.

World leaders had arrived to pay their respects to the fallen Autobot Commander and those that had fallen with him. Family members and friends of the slain humans gave eulogies to their loved ones, then Magna Prime stood and spoke of each of the deceased Autobot soldiers. At the end, Elita One rose to honor her beloved Optimus Prime. Sparkplug reached around his son's shoulders and drew the boy close to him. Spike had been fighting the urge to break down into tears since learning of the deaths of his friends, especially the death of Prime. As his head touched his father's chest, he looked up into Sparkplug's saddened eyes, and finally, the thirteen-year-old boy broke down and sobbed in his father's embrace.

The revived Femme Commander stood behind Optimus Prime's slab and looked over the crowd with a heavy spark, shooting a special look of compassion to the guilt-stricken Hot Rod. Despair filled her entire being, and she wanted to lie upon the slab and pass on so that she could be with her love, but fought past these feelings. She was a leader, a warrior, someone her troops looked to. And for them, she had to be strong. "I have been charged with the task... no, the honor, of briefly describing the life of Optimus Prime, foremost of Cybertron's heroes." She paused as the grief welled up in her, but upon controlling her feelings, continued. "I speak more for the benefit of our human friends, who were in possession of the gift of Optimus Prime's friendship and wisdom for far too short a period. We Autobots are all well aware of the blessing we had, and the gift which we have just lost."

"I have spent much time over the last two days considering what words to use to describe our fallen friend and leader. Put simply, Optimus Prime was a paragon of every virtue, a defender of every ideal; possessing courage without limits," The Femme Commander's voice wavered for a moment. "And compassion without bounds." She looked out over the crowd, and then slowly lowered her gaze to the frame of Optimus Prime. "I can only hope that this great hunter of peace has at last captured his prey." She raised her right hand to her face, gently kissed the tips of her fingers, and then leaned forward and pressed them to Optimus Prime's forehead. "Goodbye, my love."

***

In the blackness of a distant region of space, the remains of a powerful attack craft float through the nothingness. Mixed in with the debris, several Cybertronian corpses float about. The large, mangled frame of one of them aimlessly rolls alongside the other garbage, seemingly as lifeless as the rest of the flotsam. But within a charred face, dark optics weakly glow a pinkish hue, and the lips move. Though nothing can be heard in space, the words are clear.

"I...

...still...

...function!"

End Season Two