AUTHOR'S NOTE PLEASE READ: This fic is rated-R for emotional, physical and psychological violence, language and disturbing imagery. Read with caution and do not read this story all at once. This fic is neither for children nor the mentally-timid.

Special thanks goes to my pen pals/beta readers- Elaine, and Phoenix. Thanx, guys, you're all heroes!

A very special and sincere thank you goes first to Jayd-'She who is my strength and endurance when I have none. And to Bre. I was not going to write this, but she gave me the courage to try.

No money is being made off this venture; all copyrights belong to Hasbro/Takara (c) 1984/1987.



"Have you ever danced with the Devil in the pale moonlight?"

-the Joker

From Batman: the Movie

Earth Date: October, 2037

Optimus sat at his desk in the dead of night. His monitor and fourteen digipads waited his attention. Other than their tiny LCD screens and his own optics, no light penetrated the dark room. Optimus did not want to be seen by anyone right now. The darkness comforted him because he could hide here, or so his senses told him.

It was a lie, of course.

He had not recharged in nine days. He dreaded the chasms of sleep because



Because he was a coward and refused to face the Dark.




The damned digipads were talking to him again and Optimus turned his back on them all.


Prime faced them, though none of them moved. They were playing games with him. Digipads don't really talk, not really. But he fancied they sometimes did. They must complain a lot, he thought. They were impatient, always impatient. But he did not feel like working right now. Prime left his desk and stared out his window.

His own chronometer ticked at three-thirty A.M. Prime rested his forehead against the window pane. Down there buzzed all kinds of people; Autobots, Humans and a few aliens, going merrily about their business so heedless.

He returned to his desk and instead of a pile of digipads and office furniture, Optimus faced a group of five Decepticons, sitting 'proper' in chairs. He shook his head. "Do you think I'd make a good Decepticon?"

The first 'Con, a white and silver space-faring jet, crossed his powerful arms, his face cold and dour. "What do you think?"

Optimus turned back to the window. "I should not have survived. But I did."

"You're confusing reality with unreality. You still think you're some superhero. The Quint-"

"Don't say it." Prime warned brusquely. He swung back around and faced the digipads again. "IF I catch you saying it one more time, I'll have to execute you for treason."


"I Am Not Afraid To Die."

He returned to his seat, but movement came slow as if he were walking in high gravity or water. Prime stared at the opened digipads that mocked his laziness. Not now! Not now! He absolutely HAD to get caught up! Prime shook his head.

He just could not work.

The bedlam of emotions clamored in a ceaseless motion like the currents of the endless ocean tides.

No rest.

No rest because all the bad, useless emotions resurfaced. He'd push them down and they'd come right back. Bad. Bad. Bad. But Optimus Prime played this well. He tucked the evil away and simply remained the same somber Autobot leader everyone was accustomed to.

After all, grief and illness were a sign of weakness and that was something he could not afford. Prime nursed his private agony with promises he made to himself (and later broke). He soothed his personal turmoil with one accomplishment after another, year after year. He built other fortress cities in other countries and encouraged other Autobots to take part in a new growing society.

But the ever-present depression rubbed his consciousness raw with regretful death wishes. Over and over his mind replayed a moment of bliss-going 'home' disrupted by a slimy darkness. Evil called him back from happiness. Evil wrought of greed and lust raped him of final, eternal joy.

But as always, Optimus accepted this as he had all other fates: with the hope that something good would come of it. He counted the blessings of seeing his people well cared-for. Assurance that life moved on without him comforted his worries. And then the kind darkness of death retook him and he was more than glad to leave a body frozen in cold pain. He was glad to leave a mind damaged by the corrupted Quintesson Lords.

But even that was interrupted. They called him back once more. This time, he stayed.

This time the torment he suffered during the first 'awakening' did not lift. It turned inward. It turned ugly.

And the Matrix reflected it like a mirror.

A shadow passed in the office. Optimus pretended it was not there. He did not want it to know that he knew. He kept staring into empty space. The shadow flitted from one dark corner of the room to the other, always watching him so closely. It waited, he knew, for the right moment to attack.

Attack me, now, he thought. Be swift and sure so that I can die again. Swift and sure!

It was ugly. No, not the imaginary shadow, his turmoil. It hurt, his heart hurt. He had no energy and remained unwilling to say anything. Oh, what could anyone do for him, anyway? What leader in his right mind would dare admit he was a weakling coward by saying his mind was not right?

The ugliness turned to filth and Optimus lived with it every day. Every day. He buried his pain deep down. He buried it so far deep that he believed himself able to feel things other than grief. He felt good, he felt hope again. He believed in goodness once more.

But the wound still lay open, bleeding and painful.

And a faceless Darkness touched it.

Faceless Darkness tasted it.

Delicious. Sweet.

The Faceless Darkness decided to stay, whether or not it had orders to do so. And so the wound became infected.

But Optimus refused to succumb to its power. Sheer will wrought by years of torment and suffering in war gave him the power to move on a little further.

And the game began.

* * *


Deep down the interiors and secret places of Cybertron's 'gut' cities, robotic priests garbed in metallic red and flaming orange robes prepared a sacrifice to an alien god in hopes of freedom from the evils that continued to hinge on the edge of their lives. The procession began as they lined along either side of a red carpet isle. Their hands raised and dropped as the high priestess passed them. Behind her trailed a procession of servants, guards and priests of another species (responsible for bringing the religion to Cybertron).

The servants carried a soon-to-be sacrifice over their heads. Long since drugged, the sacrifice did not try to worm his way to freedom. The high priestess ascended a platform of four curved steps and waved her arms toward a white metal-plated wall where the gods 'breathed'. She turned to the alter as the servants laid the flesh-and-blood sacrifice over its metal top.

"W'KG N'YATA." She laid one hand on the prisoner's sweating forehead and waved the other arm before the wall. The wall lit up, a sign for believers that their gods were listening.

The high priestess stared deep into the eyes of their gift, their sacrifice. The high priestly order committed unspeakable acts to prepare his soul to be engorged by the ravenous hunger of their foreign gods.

The high priestess herself recalled the pleasures she took from the flesh creature. Her optics flared, anticipating the joy in sending the sacrifice to their gods. Great blessings would result. Their people would surely prosper and the other robots, the Aggressive Ones, will stay away.

The priestess' metal body gleamed cold and bright as the wall's light intensified. The other priests started a slow soft chant and the flesh creature started to whimper in terror. He muffled a plea, unheard through the gag. The priestess signaled the others and they unbound the sacrifice's legs and arms and bound his torso securely to the alter. He fought the metal bonds, but could not worm his way out, nor could he undo them. Finally, he decided to try to undo his gag.

He spat it out. "Let me go!" he pleaded. "You people don't need me . . . look, your gods . . . I'm sure they're happy enough-"

"T'CHAT'MAR. YKON-NOD. DEITA. OAYA. OAYA." The priestess waved her arms before the wall again and in the center opened a pair of eyes, dark and ghastly against the glowing wall.

The sacrifice saw them and trembled. "Ohgod, ohgod, ohgod!"

And the priestess turned to him and unceremoniously ripped his left arm off and threw it toward the dark eyes.

The sacrifice shrieked in agony and horror as a black tongue flicked out and caught his arm flying through the air. He screamed more because that was a part of HIM. That was . . . HIM! Oh what coldness! What coldness! A part of him was gone, forever! EATEN!

And then she yanked off his left leg and the shock jolted through his stomach-

Rodimus shot from his flat and vomited fluids. He drew a deep breath and heaved in emotional overload. He vomited again before collapsing face down, exhausted and distraught.

Third nightmare? Fourth?

And always about the same thing: some ancient religious ritual that took place long before there was such a thing as Autobots or Decepticons; long before the Quintessons were kicked off the planet.

How? How could such an underground society exist on Cybertron? No, maybe it wasn't Cybertron. Maybe it was elsewhere; another planet or maybe another galaxy all together.

No. That was a Matrix memory. Rodimus knew without a doubt the terrible deed took place on Cybertron; that the ritual was never finished.

At least, it was never finished in his dreams. He always woke up just as the ritual sacrifice was being committed. His frame shuddered. He just HAD to get some sleep! Rodimus thought he was ready to give anything, ANYTHING to sleep one night without a miserable nightmare! Optimus didn't suffer from nightmares. So what was wrong with him?

In the last two weeks, Rodimus still found no answer.

* * *

"When Edward R. Murrow of CBS finally visited Auswitch after World War II, he said he described what he could so the rest of the world could understand just what kind of horrors men do to men. Ladies and Gentlemen, I want you to realize right now, right today, that what Murrow said was only a fraction of what went on in Nazi concentration camps. The rest, he said, he had no words for. Now, your assignment is to analyze this traumatic moment and in your paper, I want a step-by-step reconstruction of his reaction. And Mr. Tolomsky? (Pause) Trevor Tolomsky! Thank you for your attention, Mr. Tolomsky. Can you tell me how many pages your paper is supposed to be?"

Rusti watched her classmate squirm in his seat. Psych was a tough class and the teacher was even tougher. But Tolomsky, a goof-off, still managed to pull a close A-grade. "I believe about three pages." The young man answered with a clearing of his throat.

Rusti privately smiled.

"Thank you, Mr. Tolomsky, for informing us of your ignorance. I want six pages. I want a diagram with the report and an analysis of Mr. Murrow's history and what influenced him to say what he did."

And Mr. Krantz, the psych teacher, turned back to the board and jotted out the reading assignment. Rusti copied it, glancing twice to make sure she had it down correctly.

Krantz jotted additional information and Rusti looked a third time when an oddity caught her eye.

She about jumped out of her skin, her voice caught in a swallow of air. Rusti leapt from her desk and backed away.

"Miss Witwicky." Krantz snapped, startling other students. "What is it this time? Another trip to the lady's room?"

Her heart pounded in her chest as her eyes remained transfixed to the apparition visible only to her. She paid no mind as Krantz stomped toward her. The apparition stood about eight feet high with a head attached to a pair of unmovable legs, bearing no arms or a torso. A frozen expression twisted the figure's face as though it were locked in an eternal scream. A pair of sharp horns shot from either side of the head and a V-like visor created what might have been its eyes.


Rusti stared.

Krantz picked at the air with his pen but Rusti did not hear him.

The bell rang and the apparition faded. Rusti swallowed hard and struggled to recollect her wits. Krantz shouted above the clamor of students as they gathered their things and evacuated the room for their next class.

Realizing she was about to be late, the girl herself rushed for her things.

"I will not tolerate any more interruptions in this class. Do I make myself clear?" Rusti only gave him a fleeting moment's worth of eye contact. "DO I MAKE MYSELF CLEAR?"

Sometimes she wished she could just faint and then maybe someone would understand what torment she suffered lately. Even her counselor denied there was something wrong.

Is that right?


She wanted to throw him a good punch. She wanted to tell him to shut up and call him whatever dirty name came first to her mind. But all her voice did was squeak a tiny little "Yes, sir." How pathetic, she thought. When God passed out backbones, He missed her entirely. 'Yes, sir,' indeed! But it was too late to say anything more. Rusti swept up her books and abandoned the classroom with a measure of self-disgust.

She tried to forget the incident, pressing down the long hall, passing faces and bodies. But there it was again! That . . . Freak thing! This time it stood against the corner on her way to science. Rusti tried to pass it, holding her books in front of her face and pretended she saw nothing. Just keep moving. Keep moving. She turned the next hallway, moving slowly in the center so that the other students' bodies acted as a barrier between she and the 'freak' vision.

There it was, science class. She slipped through the door, swiftly found her seat at the table and sat quietly, not willing to look anywhere.

Jennifer took her place across the table. She unslung her backpack and sat down with a heavy sigh. "Ready for the test?"

"Mostly." Rusti forced herself to look Jenn in the eye.

"I hear Mr. Goosy-loosey's gonna be unmerciful today. Man, does this guy have something up his ass, or what?"

Rusti smiled. "He probably just lost his puppy and hasn't been the same since."

"Pfff!" Jennifer wasn't thinking of puppies in a very nice and innocent sense like Rusti.

Mr. Goosle waited until everyone settled in their seats and handed their tests face down, one at a time. "Remember," his snooty voice rang loudly, "you only have this period to finish your exam. Half your grade depends on it."

Rusti waited for everyone to receive their test. Her eyes contacted the clock at the front of the room and she shuddered with a sudden rush of cold. Something blew into her.

Rusti flinched as something incoherently screamed in her mind. She blinked it away as much as she could. A huge dark maw, outlined only in barely-seen colors yawned an expanse greater than a cavern. It aimed at her and for a moment, Rusti thought she was going to be swallowed. She held up her arms to protect herself from its unseen attack.

"Question, Miss Witwicky?" Goosle snapped.

It brought Rusti back to reality, but only as one waking from a dream. "No!" she answered a bit loudly. "Just stretching, Sir." But he eyed her suspiciously and Rusti raced to put pen to paper. She managed to cut through the first ten questions before the cold hit her again. She frowned and forced herself to concentrate. Don't look at the eyes in the clockface. Don't look at the board because the stick figure might be there, too.

Just keep working.


She successfully made it through science. Rusti returned to her locker to dump her books before lunch. She closed the door and greeted the grin plastered on the handsome boy who insisted on hanging around her. Cody Greydon leaned against the lockers, a look of expectation lit his eyes.

"How'd you do on the test, Rus?"

She shrugged. "I dunno. You might ask my imaginary friend down the hallway."

Cody blinked. "It's back again? Have you talked to your counselor?"

"Oh, of course I did!" Rusti snapped in sarcasm: "Hi, Miss Vanny. Guess what I've been seeing in the halls and classrooms of school lately?" She frowned with a snarl. "Yeah, they'll send me into the Ward so fast, I'll loose my freckles. And it wasn't a robot I saw today, either. It was some freakish thing like you'd find in ancient South American ruins or something."

Cody smiled quietly. "What about Rodimus or Optimus? Have you discussed it with them?"

Rusti frowned again and a shadow of sadness fell over her face. "No. They've both been really busy lately. Problems at the borders of the solar system. They brought Kup and Crosshairs in on stretchers two days ago."

"Saturday?" Cody cleared.


"Are they okay?"

"Yeah. But there's a big fight and Ultra Magnus might end up going out there to settle it." Rusti fell quiet. The mouth opened again and threatened to devour her. She came out of it when Cody laid a hand on her shoulder.

"Lunch time?"


Math and English came after 'track B' lunch. Rusti hated her schedule because she had to wait most of the day before break. But fortunately for her, the last two classes were easier. She could not figure out why the 'freak thing' always haunted her right around science. Maybe that portion of the school was haunted. But Rusti did not think so. It was not there last year.

Cody joined her at the bus which transferred her to another bus going out to Fort Max. They studied together in the EDC cafeteria because Cody was good at math and science and Rusti helped him with history. Besides, the 'mess hall' was always stocked with the very best ice cream.

They studied for two hours before Cody returned home. Rusti resumed her homework in the solace of her room. Music from her stereo quietly beat as she leafed through her history book and devoured a second bowl of grapes and vanilla ice cream.

A flash of light caught the corner of her eye and Rusti slowly raised her head, tearing her eyes off the homework.

Nothing. She shrugged and ate another spoonful.

Another flash, this time a lot brighter and she raised her eyes again. It came right at her and she flinched, dropping her book and ice cream. The sphere of light zipped round her room then came at her again, this time she freaked and ran for the door.


It came at her again and she pounded on the door. "Max!" She cried, "Max! Let me out!"

No answer. The light shot all over the room as though it too tried to escape then it spread, blanketing the walls with a horrible intensity that blinded her. Rusti screamed and hid her eyes, the light seeped through her lids.

Then all fell dark.


She dared a glance up, her body shaking, her eyes readjusting to the light of her own room. "Max?" Her voice quivered, "Max?"

The light shot back from nowhere and slammed into her face.


Rusti could not account for the time she had been out. She remained where she fell and wondered if this was how a wounded cloud felt.

Where did THAT thought come from?

Wounded . . . you can't wound a cloud! She moaned and covered her face. Wounded clouds and visions of freak aliens that just stand and stare. It was undeniable: she was losing her mind. Rusti Witwicky was going insane. But who should she tell? She'd hate to tell Optimus, he had enough problems. Her counselor told her she was going to be just fine, that she just needed to work it all out.

Yeah, right. Work it out while trying to be normal-what the devil hit her, anyway?

"Max!" she hoped someone could come help her.


"Something hit me-" she stopped, remembering Max did not see, or realize what was going on. How could THAT be? Max knew everything that was going on. His presence was omniscient throughout the city-after all, it was HIS body they lived and worked in. But he did not know why the door was locked, did not set an alarm when the sphere of light entered Rusti's room, did not even realize . . . did not know.

That sounded even crazier.


"Um, um, what-what time is it, Max?" Rusti decided to just try to get up on her own. Her body felt as heavy as a teaspoon of neutronium, dead like a great rock. It was okay, she told herself, just relax.


"One in the morning?" But, it was only eight-thirty. She was out for quite a while. Rusti rolled over on her side and readied to push herself up with all the strength she had. But before she did so, something flickered on the wall across the room. She turned and stared at it. One minute, two . . .

There it was again! A star-shaped 'buzzing' white light like static from a TV. Instead of getting up, Rusti crawled to the wall and touched the static. The surface was still the same cold metal that made Fort Max, but the sinister vision discolored it.

And then it snapped out, or rather, in, disappearing as if never happening.

Gone. She really was losing her mind. Rusti sat there, bewildered until she started to cry. She was losing her mind.

After a few minutes, the girl decided that maybe she wasn't so crazy. Maybe she was just tired and needed sleep.


Roddi finally called her. They had not communicated in days and Rusti decided to leave them alone because they were doing so much and she could feel their stress.

She smiled, <<Hi Roddi.>>

<<Something upset you.>> Instead of his usual cheerful self, Rodimus sounded cautious, slow.

<<I thought I saw something on the wall.>>

<<Something on the wall? Couldn't be a flicker of light, could it? Not some insane->>

Rusti cringed at that word-

<<-flicker of light that danced over the surface. Things like that don't really happen.>>

<<No,>> she concurred. Rusti wasn't sure if she should try to convince Roddi what she saw was real or not. Perhaps he was right; that she was just hallucinating. Right? <<Things like that don't really happen. The wall is still a wall, just a slab of coldness containing millions of microcircuits and conduits. All of them dancing . . .>>

<<Sleep it off, Lady Friend. Sleep it off.>>

Rusti silently nodded, crawled to her bed and forced herself up. She practically collapsed into it and lay her heavy head in the pillow. "Max, lights, please."

And the lights snapped out.

Just like the static on the wall.


Two forty-five AM was the first thing Rusti discovered when she woke again. Her head would not be silent. Snatches of tunes rolled over and over in her mind, intermingled with the voices of different thoughts. Images snapped through her mind at lightening speed: Cody, school, the Dinobots, Mom/Dad, homework, bits off the TV.

Rusti slapped her hands to her ears and ordered her mind to be still and silent. "Be quiet!" She whispered.

But the silence in her room only encouraged her mind to whirl more loudly. One voice; another followed by bits of music-oh please, please be quiet! After fighting it for several minutes, Rusti thought a little music might get her mind off whatever subconsciously upset her. She patted her night stand for the stereo's remote and flicked it on, making sure it was low enough for her to sleep by.

But the voices kept coming and at one point, they shouted so that they shook her from the edge of sleep. Rusti growled, sat up and gazed at her window. A clear night sky made enough room for a full moon to shed its light into her quarters.

Maybe there was too much light in her room. Rusti peeled the covers off and laid her hands on the thick cream-colored curtains. A huge mouth snapped at her from the other side of the window. The girl gasped with a start and jumped back.

Blink. It was gone.

Rusti yanked the curtains closed and swung away from the window as tears choked her.

Maybe some warm milk will help her sleep.

The girl peeked out her door, surprised she was in her quarters in Central Command rather than the EDC district. How the hell did she get HERE?! The girl stood there in the hallway, trying to figure out how she got here. What was going on? No, she must still be dreaming, right? Why didn't she realize she was not in the EDC district when she first sat up? What happened? She turned back to her room and sure enough, she was in Central Command, not EDC.

Rusti whimpered, covered her mouth and started to cry. She had to tell someone. She had to let someone know something was wrong! At least she knew that Optimus and Roddi would make sure she'd have the very best of care. At least they would visit her at the hospital. She wiped her tears and decided to face her fears. Rusti returned to her dresser and plucked up her robe.

The hall outside her room stretched into a vortex of soundlessness. No one came or went as she traveled toward Optimus' office. No feet followed her or shared the elevator; robotic or otherwise. Rusti questioned whether or not she dreamed this silence.

She arrived on the second to the topmost floor and swung around when the elevator doors snapped closed. Her heart stopped, her breath left her and she waited.

Wait . . .



It was all in her head! She pressed toward Optimus' office and wondered what kind of a mood he'd be in. Of course, she could just Touch on him, see if he was receptive or not. But for some reason, she decided not to.

His doors were open. It was uncommon enough an occurrence that it made the girl pause before stepping onto the threshold.

And again, that was an odd reaction for her since she knew that she was welcome into his office at anytime for any reason. Rusti drew a deep breath and she stepped through the doorway.

Optimus instantly greeted her with his soft blue optics. He said nothing.

"I'm sorry, Optimus," her squeaky little voice barely penetrated the quiet world around her. "I woke up and couldn't go back to sleep. I was going to just get some milk, but I came here instead. I don't know why."

Prime still stared at her as though he did not know what to say. Then he asked the strangest question: "Rusti, if you were to give birth to me, would I be the same person I am now?"

Her face twisted in confusion. She didn't think she heard him right. "If . . . I were to give birth . . . to you?"

"That's right." He confirmed. "Would I be the same person I am now?"

She batted her eyes, her brows tightened. "What kind of question is that?"

"I don't know. It's something I was just thinking about."

She turned her head so that she looked at him out the corners of her eyes. "Have . . . you talked with Ultra Magnus about this?"

"No. Magnus would insist on having my temperature taken. What do you think?"

Rusti gave him an uncertain smile. "Well . . . I don't think you'd be a Transformer, Optimus. But as for personality, um . . . maybe. I don't know anything about . . . you know, philosophy; preordained destiny, that sort of thing." She peered at him with a little more scrutiny. "Why are you asking?"

Prime leaned a over his desk. Digipads slid around to accommodate his movement. "Because I sometimes question why I've remained alive when so many other Autobot leaders have not been so successful. I do not mean the four million-year deactivation. I am not including that. But I sometimes wonder why I have remained alive; even returning to life after termination." Now he looked away and Rusti watched as an otherwise emotionless face melted away, replaced with sadness. "Sometimes I question whether or not I'm an Autobot Prime at all."

"Of course you are!" Rusti immediately answered, very surprised. "If it weren't true, you and I couldn't talk in our minds like we do. Kup said that you've used the Matrix on more than one occasion. How could you doubt something like that?"

Prime delayed his answer. He fingered a pad in front of his right hand, pushing it until it slid out of reach. "Because of all the awful mistakes I've made; those moments when I should have done something and did not; the lives that have been lost because I believed I was doing the right thing. Such evil, Rusti. Such unspeakable evil."

"Nobody said you had to be perfect." Her own voice fell soft with disbelief. Why was he saying all this? Why was he saying such strange things?

"Have to be so careful, Rusti. So very, very careful. The Autobots often look to me as though I were a god. They expect so much and I do such awful things."

Rusti shook her head. This was unreal! Optimus had confided in her before, but not quite to this degree, not this personal. She was still dreaming, had to be. This was the strangest conversation! Well, if a dream she was in, then she would make the most of it. "Optimus, I know sometimes it's really hard doing what you do. I don't know everything you do, but I know it's really hard sometimes. I wish I could take you away and make someone else deal with all those angry people. Did something bad happen today that makes you sad?"

He hesitated again. "There is a gravestone that changes. All the time. It says a lot of things."

"Like what?"

"Names. Places."

"Where is it?"

"In the Matrix. It keeps count, you know. It knows all the names and the faces. Sometimes I see them, too. It doesn't forget. It won't forget. And . . . sometimes it won't let me forget. Such terrible sins."

Rusti felt very dirty listening to all this negative talk. Optimus was never like this before. Maybe a friend of his died and he was unwilling to talk about it. "No." She blurted.

"Hm?" He asked, now looking at her again.

"In answer to your first question about mine giving birth to you. No, you would not be the same person. All the experiences you've had and the places you've been and the people you've been around would not have existed. You would be a very different person."

There! Rusti caught a glimmer of hope in his optics and Prime almost smiled. She quickly added to her answer: "Of course then, being my child, I'd have to call you Stanly and you'd end up working in some supermarket as a cashier wearing a white long-sleeved work shirt and a bow tie under your chin."

"Heh." Prime almost laughed, "and then I'd come home and you could make me a peanut butter and jelly sandwich."

Rusti wholly smiled. The conversation was real. Her smile died down a little. "What happened today, Optimus? Is it classified?"

"No." He answered with a heavy sigh. "Just . . . another day."

Liar, she thought. He wanted to say something more but held it back. She could always tell when he held it back.


The creature-machine. A multitude of bits and pieces of non-organic substances all compiled in an artificial body comprised of connectors and circuitry. In a sense, all living things are machines. The physical body, organic or mechanical, requires sustenance, gives off energy. It moves and performs tasks. It can be graceful in motion, power in ability and beauty in shape. But each species of creature has a different structure. No two species are alike. If that were so, the universe would be completely uniform and beauty could not exist.

Who said life had to be all the same? The difference here stand solid like a stone tablet: organic verses mechanical. Flesh and bone verses metal and circuits.

Rusti sensed Max's awareness all the way to her quarters. Optimus said not a word, but she felt everything around her, pulsating like a mental heartbeat. Her awareness stretched further like a tunnel reaching far off into a universal consciousness.

Something breathed in the walls of the city.



Wait a minute.


Wait a minute.

The walls were breathing . . .

She paused and her vision tunneled. All she saw were the walls and she stared, not aware that Optimus stood next to her, patiently waiting for her to continue. The walls bent outward, then sank back in. A soft hissing sounded each time they expanded and deflated.

<<They have always breathed.>> Optimus said softly.




Rusti turned this way then that, examining the blue metal walls around them. Her eyes traced the rims where plates connected. Supposedly, Fort Max had the ability to transform. But he had done nothing like that since 2012.

<<Will I die if I touch it?>>

<<You will become a part of it.>> Prime confirmed.

Cold speculations.

Something was there, breathing, watching, waiting.

It knows.

Rusti turned directly to Prime, "What did you do to me that I am now contaminated?" She meant the connection between she and the two Autobot leaders, but her words did not come out that way.

"They brought me back to life."

Rusti did not even consider Optimus' subject change as odd; it was just a comment: "It was a necessity." She argued.

"It was not supposed to happen. I am not supposed to be alive."

She thought of the Hate Plaque: "They had no choice."

"It was too late, Rusti. They should not have tried it to begin with."

Mental and emotional rape. Life illegally came back into a lifeless, malfunctioning, filthy corpse.


blackness came right for her and Rusti realized-ohmigod-realized-ohimgod-knew-ohmigod-saw-!

She saw it, saw the eyes cold-

no-ohmigod NO, NO, NO, NO!!





She shot up from her pillow and screamed. Darkness met her wild eyes and silence swallowed her terror.

Rusti was in bed.

She shuddered and flopped back on her pillow. She sprang up again when her skin contacted a sopping wet pillow. She patted it and cringed when sweat and tears moistened the flatness of her hand. The girl tossed the pillow to the floor and lay flat.

What was all that about? What a weird and crazy dream!

She sighed and glanced toward her clock radio.

Three AM.

Rusti sat up again. Her curtains were drawn. She peeled back her covers when she realized she was wearing her robe. And she was in her room in Central Command, not the EDC District

What was going on? What just happened? And should she seek Optimus and see if he knew, or should she just stay quiet in bed?

Her eyes closed for a moment . . . two . . . three . . . and her mind fell to darkness before she could decide what to do.


* * *

The following morning offered only a measure of comfort from the night before. Rusti's mind managed to stay together well enough for her to function. She attended class and made it through first and second period and back to her locker to exchange books.

Rusti closed her locker door and met the shining, smiling face of Cody Greydon.

"Boo." He greeted softly. "Miss me?"

"Only since day before yesterday." She answered as she adjusted her books. The girl sighed and readjusted the weight of her back pack. She was really not in the mood for fun and games.

"I was wondering if you were going to have lunch inside or outside today."

Rusti briefly thought, "Outside."


"I feel claustrophobic, like the walls are going to cave in at any moment."

Cody nodded quietly as they made their way down the long hall, passing one student then three. "Have you seen 'Mr. Creepy' yet today?"

"No." She answered as she checked to make sure her hair was still bound by a loose ribbon. "He usually doesn't show up until science." Rusti stopped dead in her tracks and faced Cody entirely. "I had the weirdest dream last night."

"Yeah. I get those now and again."

"Not like this. I was there, but I wasn't."

"You were somebody else?"

"No. I was there at one part, for real, I mean. And then it all sorta melted into a dream."

"Receding consciousness?"


"Sleep walking?"

Her face went blank and Rusti batted her eyes. "I guess so." She stammered.

Cody nodded. "Some case studies have proven that people who sleepwalk visualize one thing while they're doing something else."

Rusti swallowed nervously. "Is that bad?"

"Only if a crime has been committed."

The girl fell quiet and somber. Maybe the shrink was right; maybe it was all because of her trauma from the past. Cody kindly laid his arm across her shoulders.

"Hey, I wouldn't worry about it, Rus. Come on, how about a good dish of ice cream after school?"

Her eyes caught his and her smile flashed up then died the very next moment. The damn freak vision stood in the hall entrance, staring at her.

"Is it there, again?"

She mutely nodded. Rusti approached it with some trepidation, grateful Cody walked with her as she gazed at an apparition that no one else could see. She knew other students stared at her as they passed by. She knew what they thought.


Rusti's eyes narrowed. For the first time it spoke. "What future?" She asked it quietly. "Who are you?"

Now it looked into her and Rusti's mind raced into a past centuries old, meganiums beyond count . . . "AND I HAVE BEEN THERE. I WAS THERE WHEN THE UNIVERSE CAME TO BE. I WAS GIVEN AND GAVE AND GAVE AND BREATHED N'SHAMA."

Back, back, back. Years became centuries, centuries became millenniums. Millenniums became meganiums and time kept receding into a tunnel of existence/nonexistence. "AND I HAVE BEEN THERE. I WAS THERE WHEN THE UNIVERSE CAME TO BE. I WAS GIVEN AND GAVE AND GAVE AND BREATHED N'SHAMA."

Who said life had to consist of flesh and blood? Who said scientists knew everything? Who said? Cold refined metal wrought of will and soul learned to breath and knew light and dark.

It was not supposed to live.

It was a completely different life form so unlike the physics and natural laws of this solar system that the Human race had to reorganize their periodic tables because the metal was not like any metals found in the Terran system.

Down, down, down, back, back, back. Keep going. Keep going. Further.

Come on, little girl. Keep going.

Rusti wanted to pull away. Time slipped from her entirely. She did not know where she went and her mind screamed for someone to pull the ride to a stop. Then the blackness receded and the scenery changed. She stood on a ground made of metal. The buildings before her stooped and bowed in age-old damage.

"Optimus," she whispered, "help." No answer. No answer. None would come. Rusti had no idea where her consciousness was taken. Was this Cybertron? What was doing this to her?

From the dark interior of a nearby building to her right emerged a spider-like thing complete with metallic tentacles. It was a walking nightmare.


She did not know where the voice came from. She had never heard it before.

"IT WAS ONCE THE GREATEST CREATION ON CYBERTRON. IT HAD NO LASERCORE. IT HAD NO SOUL. BUT IT COMMITTED UNSPEAKABLE CRIMES." It breathed and pulsed with stolen life force. It thought and knew. No, it did not really Know. It knew nothing except targets and destruction.

It had nothing but hunger.

A vampire?

Was it a soul vampire?

Perhaps. Perhaps that was the easiest way to explain it. What evil wrought this thing? Was it a soul from the Pitt? From Hell? Was it something that emerged from the depths of the mind of a traitor?

Or was it something else entirely?

Maybe, the girl thought, maybe it was the devil in another guise.


-The devil is here, now.-

-The devil is watching, waiting.-

She shook herself. There's no such thing as a devil.

-But that's what It WANTS you to believe.-

-Come, dance!-

-Come, dance!-

And before Rusti's eyes, a large group of Autobots walked toward the spidery, snaky thing. It waited patient as a serpent while they knelt before it, their optics transfixed, hypnotized.

And it fed on them. It ripped open their cranial chambers and ate. Then it regurgitated and fed them horrors beyond description. It twisted their souls and tore at their mentality. It vomited evil intentions and made them rejoice in the death of their former selves. It yanked life and replaced it with cruelty and malice.

And their minds fell to darkness and they wondered how they could have lived such a lie, lived such perfectly repulsive innocent lives.

-There's no such thing as innocence.-

Rusti fell to her knees and started crying. Oh the sin! And she just stood by and watched and did NOTHING! She wept for the former Autobots, now declaring their loyalties to Megatron. She wept for a future that would never be for them. She wept for a society long since destroyed by imperfection and lust.

"Help," her voice squeaked outside herself. "Help me."

She did not hear the commotion outside her mind. She did not see or hear Cody talking with hall monitors or three teachers. She did not see the nurse come rushing down the hall.

She did not hear the arguing.

But when Cody knelt beside her, she instantly became aware of him. This gentle boy, just a year older than she, gained her complete trust. He coaxed her off her knees and guided her to lean against him. He swept her off the floor in spite of protests from the surrounding adults. The weightlessness of being carried comforted the girl because she was now safe in someone's arms. She rested her head against his shoulder and for a moment, pretended it was Optimus that carried her away.

Then Rusti lost consciousness.

An intense light pierced Rusti in one eye then the other. She came to when a sharp scent shot through her mind and bit her back to life. She roused, groggy and unresponsive until someone pried her eyes open again and blinded her with light. She moaned then whined.

"Resonna?" Some guy's voice demanded her attention. "Resonna? Do you know what day it is?"

She could not answer and wished he left her alone.

"Pull out the oxygen, would you, Windy?"

The very next moment, Rusti's mouth and nose were covered with a small plastic device. Slowly the grogginess lifted and the girl found herself able to think more clearly. Her eyes opened entirely and found a doctor and nurse staring intently at her, puzzlement covered their faces.

"Well, good." The doctor mused. "Go ahead and document this, Windy. Hello, Resonna. Quite a spell you had back there. According to your chart, you have a history of 'incidents.' Mind telling me what it's all about?"

Rusti slowly peeled the mask off her face and stared at him. She recalled the drugs administered by her brother and how she suffered terrible hallucinations for days.

What she just experienced was more than a hallucination. She was THERE. "I'm not really sure." She answered softly.

"Hmmhm." The doctor fingered the digipad containing Rusti's medical records. "Says here you're being treated for psychological disturbance."

"I'm not crazy."

"No, you're not." he confirmed. "In fact, I'd say you're a very straight-forward and sane young lady. So," here he stared directly into her eyes, "what happened?"

"I lost consciousness." She answered frankly. Then without thinking, she added: "I lost my mind."

Optimus did not particularly care about traffic reports, visitors logs or citizen's complaints. His mind drifted off, off to a world unknown to others. He thought of a tiny place where the sun remained frozen in an eternal sunset. There were huge ravines and far below them flowed a large lake reflecting the sunset. A little ways from there stood a small meadow with one lonely structure. That structure, made of hand-hewn stone, was his home. Flowers and shrub blossomed around that little home. And a ways from that rose several gentle slopes, all fuzzy with soft green grass and a few tall, tall trees that stretched but did not quite reach the sky. Optimus shut the little place out for a while, lest anyone catch him daydreaming at such an inappropriate time. The reports were necessary to keep the society moving smoothly. But sometimes the necessity of the mundane things in life was just too monotonous.

The intercom bleeped.

Ah! An interruption! "Excuse me, Springer." Prime said politely. He interlinked. "Prime." He answered deadpan.

"Yo, Boss," Blaster came back, ever annoyingly cheerful. "Gotta call from Cascade High."


"Says they need someone to come down n' pick her up."

"Patch me in, Blaster."

"You got it!"

"Hello?" A masculine voice wavered over the com.

"This is Prime." Optimus answered. He worried that Rusti might have gotten into trouble again.

"Uh, hi. I'm Dr. Gaub. I'm calling to inform you that Resonna Witwicky fainted in school and I think it best someone come and take her home. The records show you're her guardian."

"Did she get into trouble, Doctor?" Optimus asked pointedly.

"No," Gaub smiled over the com. "No, I think she just had a fainting spell. Is she depressed? Her records show she's taking counseling."

"I'll be right up, Doctor." Optimus was not about to discuss Rusti's problems to an 'outsider'. He was sure the doctor meant well, but the Senior Prime sensed the girl was in the same room and he was not about to bring up subjects that could upset her. Besides, Rusti was HIS problem. No one was going to lay a hand on her. Sometimes he wondered if he should even allow her to go to the county high school. Rusti was doing well for herself, certainly. But sometimes Optimus worried for her. She was so fragile and if anything happened to her . . . no, that was a forbidden thought and he pressed that aside.

"I have to go, Springer."

"The rest of the report is not completed yet, anyway, Prime." Springer answered. "However . . ." he watched as Optimus rounded his desk and aimed for the doorway, "there have been a couple of disturbing news reports from Central City regarding ritual killings. I'd like a shot at looking into them."

"Do it." Optimus granted, and stay out of my way for a while, he added in thought.

He paused, wondering why he suddenly felt so hostile. It was not necessary. Springer was doing his job, and doing it well. The Autobot leader reprimanded himself. "Let me know if you turn up anything unusual." He amended softly.

Springer saluted him and Prime departed.

The girl looked guilt-driven when Prime arrived at the school. They ushered her out to meet her guardian and the three adults; the principal, the doctor and her science teacher, talked over one another trying to explain her unusual behavior of late.

Optimus only half listened to their incessant chatter while his optics remained on the girl. She was very tired. [[I'm sorry, Rusti.]] he said soothingly. [[We'll go home as soon as I can get them to shut up.]]

[[I was there. I saw the awful mechanical spider with tentacles. I saw what it did.]] She felt his presence carefully envelop her and comfort her troubled mind.

The principal's voice managed to raise above the other two: "It's her social development we're most concerned about. She's been reported two or three times verbally assaulting other girls in her PE class. They claim they have done nothing to warrant her aggressive behavior."

Optimus nodded. "Perhaps it's best to have her stay home for a few days."

Principal Daters crossed his arms. "I'll have to remind you that mid term is coming in another week and it's imperative that she stay in school."

He did not see Optimus' optics darken with displeasure. Prime was not sure to go along with the 'little' man's power game, or defy him (and court order) and let Rusti stay home due to mental illness. He could tell she was in no condition to remain in school. But he could not decide whether to keep her home, or make her go to school and let the idiots find out for themselves.

Dr. Gaub spoke his mind on the matter, whatever it was. Optimus paid no attention as his optics caught sight of a freakish Human-sized image standing against the wall. He zeroed in on it with his optic sensors.

What was that thing?

Then his intercom bleeped. "I'm sorry," Prime intervened during the teacher's comments, "I have a call." He answered it internally, much relieved it was a call to get back to the city right away. "Forgive me, Doctor. Gaub, I'm needed back at the fortress. Can we discuss this at a later time?"

"Most certainly." The slim fellow stuck his chest out in pride over Optimus' use of the courtesy title. "I'll contact you."

Prime did not reply. He transformed and opened the passenger side door for Rusti. She quickly and quietly slipped in, watching the figure over her shoulder as Optimus pulled out of the school parking lot. The freak remained where it was and Rusti hoped it would not follow them back to Fort Max.

"What is that thing?" Prime asked after they left the Ribbon and traveled Gateside Road toward Autobot City, Oregon.

"My little hallucination." Rusti shamefully answered.

"You've seen that all along?"

"Only for the past few days." Prime said nothing more. Rusti felt guilty for not saying anything. She shrugged. "I thought, you know, it was just me, that I've been . . . silly."

"You are not 'silly', Rusti." Prime replied ever so quietly. "What has happened is not your fault. The trauma is not your fault." He fell quiet again as he came up over the Suicide Pass. "What do you know about it?"

"The freak thing?"


"Well, it appears usually around my science class, sometimes before, or after. It just stares at me. But today it spoke and I fell unconscious. I had a terrifying dream. Something about a mechanical spider and Autobots being changed by it." She bowed her head as they passed through the entrance to the city. "I supposed you don't know what it is, either, do you, Optimus?"

"It seems . . . familiar, Rusti. I'll check through the archives to make sure."

Optimus slowed to a stop while Strike Back led a squad across the roadway on a jogging drill. He called out in a chant and they responded. Prime waited patiently, aimlessly scanning the area, considering what he needed to do in the next few hours. Reports from Gate 09-A needed to be looked over. EDC requested permission to purchase six new vehicles and two new trainees were ready for their final route test.

So many things that required his attention. Optimus wondered how he managed to get anything done at all. He felt closed in, crowded, as though he would drown.

His scanners caught a sudden shift of light and he scanned the wall of the nearby gatekeeping station. For a second he swore the wall flickered on and off like a video screen. He paused before rolling forward, waiting for the wall to do more.

But it did not and after hesitating for another moment, Prime decided he just needed rest.


* * *

Optimus felt it best to avoid a confrontation with the school at this point. He and Rodimus simply could not afford the immediate time necessary to get Rusti a tutor.

Rusti reluctantly returned to school the next day. She was not in the mood for sitting hour after hour while teachers droned on and kids acted like idiots. A dull fifty minutes of civics tortured her mood and Rusti found herself more than happy to just leave campus. But now came second-period volleyball. Perhaps she could work her mood into better shape. she slowly dressed, knowing she was a bit late for warm-up.

"Hey, Witwicky!" Her name was Tina. Her slender frame slid easily into a pair of rayon shorts and her flat topside wore a T-shirt one size a bit small. She bunched her hair into a tie and laced her hightops. "They said you serve today. Think you can get it over the net?"

Rusti didn't like her tone of voice. "I can get YOU over the net more easily." She threw the other girl an icy stare and received the same glare.

"Yeah. I guess you think you're hot stuff. Too bad you're not in basketball. Guess you don't have the balls for it."

"I won't tangle with an inferior species." And Rusti walked out. She was not going to take anybody's BS today. She adjusted her shorts just slightly as she pushed her way into the gymnasium. Her classmates all gathered about like so many maintenance droids clucking, waiting for orders.

Coach Rhydt bounced the ball and blew the whistle for attention. "Ladies! I remind you no more than three turns per side! Do not touch the net and Brandy, if I see gum in your mouth one more time, I will make you WEAR it.

Tina entered the large room with a fresh coat of makeup. Rusti wondered who she was trying to impress. The two girls squared off with a dark gaze as Tina took position on the other side of the net. The coach handed Tina's side the ball and Cali served first.

Nell at the front tried to block the pass but missed. Abby whapped the ball with two fists and it bounced back to Tina's side. Randi caught it underneath, setting it up for Angie behind her. Angie kissed the ball with her fingertips and Jo tried to jam it over the net.

Maddi from Rusti's side kept it from hitting the ground and Sammy sent it back over.

Jo tried to hit it with one fist, but it still cleared her reach and she overextended herself, tripping into Angie.

The ball fell between them and Angie gave Jo a dirty look.

Coach Rhydt blew her whistle and pointed to Rusti. The ball flew over the net and Rusti easily caught it. She scanned the other side for a weakness. Nell seemed particularly anxious today. Abby was already mad, which meant she was distracted. Cali was waiting her opportunity.

Tina pursed her lips in a kiss. "Kiss it over the net, Dear. I know you can do it."

Something sparked in Rusti's mind and she sent her rival a vicious cat's smile. Rusti bounced the ball once and tossed it up for a serve. She smacked it with her open hand, nice and easy and watched as it flew toward the other side. Brandy bounced it with her clasped hands and the ball shot straight upward. But instead of falling back to earth, it stayed in the air, not frozen, because it spun and remained suspended above the girls. They all backed from it, their eyes locked in shock.

Rusti stared at it. Something inside her laughed, completely amused.

-watch this-

And the ball started to glow.

[[Don't do this thing.]] Rusti thought there were two of her, herself and an evil self.

-I won't hurt them. It's just a little game.-

[[We don't play games, remember?]]

-today we will play a game.-

Rusti closed her eyes and wondered what the body count was going to be.

The glowing sphere started to expand, creating a field of energy. The occupants in the room simply stood there, spell-bound. The energy created a breeze that turned into a wind. The wind whipped, forming a small cyclone among them. It was harmless, to be sure, but miraculous, nonetheless.

[[Don't do this thing.]] Rusti begged. [[These powers are a responsibility, not a ticket for personal amusement.]]

-you can't stop me, little girl. You don't have that kind of power.-




The ball exploded, sending the group of girls and the coach on their backs. A flash of light followed and tiny sparks lazily fell like so much dust.

Rusti stood in silence, wondering why it happened.

* * *

Magnus waited nervously as Rodimus examined his report. Roddi was not in a good mood-to put it nicely. He had been pulling a straight eight-day work pace that left him little more than unbearable. He and Prime were hard at work preparing the final shipping stages for Fort Zenith. It was very close to completion now, after six years in construction. Both Primes were edgy and Magnus wished they could get it all done and over with and get back to being themselves. He couldn't tell which was worse; Optimus' brooding, or Roddi's insufferable temper.

"Well, I don't see why we need to bother with this at all." Rodimus abruptly snorted. "This is all Central City police activity. We already have our hand units full of bullshit. Why are you bringing this stuff to me, Magnus?"

"Because, Rodimus, it fits the same pattern we encountered six years ago with the Dopplegangers: ritual killings, missing body parts, but no money or other precious articles taken. Just the body tissue. Don't you find this the least bit suspicious?"

"Yeah. It's fascinating." Rodimus frowned and turned his attention to another pad.

Magnus took back his report and held it between his own large hands. "I really want to look into this, Rodimus."

"Well, you're a big boy, Mags. Be my guest, if you think you can handle it."

"I was hoping you or Prime might want a closer look into it. It might mean the Dopplegangers had other accomplices."

Rodimus tossed the pad in his hands onto a huge pile of other pads. His voice turned to sarcasm: "Well! You can get a stack of fancy invitation cards and to a tea party and ask them questions over tea and cake, now can't you? Meanwhile, I have dealings with Ambassador Duko and his lovely new mate who are demanding another stay here at Fort Max. Then I need to go to New York and find out what Trax's damned problem is regarding the new computer. Then I get to head back to Mars and supervise the installation of the new power generator on level three. AFTER THAT, I have a conference with the Mexican President Gomez who seems to think we're playing favorites because we haven't gotten around to building an Autobot city in his country. So if you have any problems you don't think you can handle, Magnus, TAKE A GODDAMNED NUMBER AND GET IN LINE!"

And Rodimus swept up another pad and started reading. Magnus stared at him for a length of time then quietly walked out. He met with Springer down the other side of the hall. The two walked side by side until they pushed their way out the exit doors to the great, partly-cloudy outside world.

"Well, what's Mr. Leader have to say?"

"He's . . . preoccupied." Magnus answered carefully.

"Preoccupied? Hey, Mags, this is me, not some newbie recruit fresh from the field. What's going on?"

Magnus paused and glanced at his tablet then stared at the building behind Springer. "I don't know, Springer. I don't like it. I don't know what's wrong with either of them."

"Either of them?" The wrecker set his fists on his hip plates and a frown turned his expression downward. "You mean you got the same response from Roddi that I did with Op: handle the situation ourselves."


"Well! Who needs a babysitter anyway?"

Magnus gave him a wry smile. "I guess the first thing we need to do is talk to Tolomsky."

* * *


It was Rapheal. The piano didn't just produce music, it spoke. One key, two. Accompaniment. Oh, so soft, so slow. The violins in the background added softness as the piano demanded attention from all the senses. It filled the soul and touched it with a little sadness.

But that sadness pressed heavily on Optimus as he listened. Someone else replaced Blaster for the afternoon while the communications officer helped Redial set up the com systems center at Fort Zenith.

Oh, so sad. It reminded Optimus of the dark loneliness. It reminded him of times and people he dared not make time to recall. Especially right now. So sad because they were all dead. They all died living.

One bloody war after another after another after another. And he wondered if he was at fault for perpetuating the wars all those meganiums.

Was he? Was he?

I can make it right, he thought. I could bring them back, certainly. They're all right here. I can bring them all back.

The music changed tempo, picking up the pace and left him peaceful, hopeful. It made him feel better.

He thought of Rusti and smiled when his mind created an image of dancing . . . dancing . . . just like the girls in the Disney cartoons.

Except . . . except that Rusti was precious.

So fragile.

So full of sunshine.

Precious sunshine.

The intercom bleeped just as the song changed. Good timing.

"This is Prime." He answered with an emotionless voice.

"Commander, Ambience, here. I just got a call from a Dr. Gaub at Cascade High School."

Prime moaned and rested his head in his hand. No one said taking care of a girl was easy. He was warned more than once. But sometimes, just sometimes, he wished Rusti would get into trouble while no one was looking. She wasn't always in trouble, really. She had been of late. There was the in-class fight with another girl in English two weeks ago. There was the teacher who insisted Rusti was being disruptive because she was hallucinating. There was, of course, the latest problems. But on a whole, she'd been pretty good.

Well, how could anyone expect her to be 'normal' living the kind of life she does? How could they expect her not to behave strangely on occasion, knowing what she had gone through?


A skinny shriveled woman greeted him in the main hall near the nurses' office. The woman's yellowed skin told of a hard young life, most likely spent in sunshine. Now she was a cracked old thing with grey hair roots and wrinkles lining her sunken cheeks.

"Which one are you, Magnus or one of the Primes?" She was direct and stared at Optimus in the optics, not the least bit apprehensive of his size.

"Optimus Prime."

She frowned, causing the lines on her face to deepen. "Well, I would never have believed it had I not seen it myself. But there it happened and there I was and I can't deny it."


"I'm Rhydt. I coach volleyball."


"And that . . . Charge of yours has got powers I'd never seen before. That ball just floated in the air like it was a UFO. I don't think she'll be coming back to this school by the time I make my report-"

"I'd like to see her, now." Prime was not in the mood for some bickering female.

She rolled her eyes and stepped through the doors. The room was a bit narrow for Optimus' size, but he managed. Rusti sat at the examination table, her face down, eyes cast elsewhere.

Prime crossed his arms.

Nurse Windy turned from her computer. "Well, she insists it was not her doing. But she was the only one unaffected. Resonna, would you like to explain it again?"

Rusti shrugged. "I guess," she answered in a murmur. "It was the freak-thing. It was standing there after the ball exploded. I told it not to do it, but it happened anyway."

"What happened?" Prime's voice remained level.

"It wanted to show off in front of the other girls. I was in a competitive mood, but I would not have . . . done that."

Rhydt stepped forward here, "It floated a good twelve feet in the air and just spun there. Then it glowed then blew up."

"It didn't blow up." Rusti glared at her, "it blew OUT and knocked everyone off their feet."

"Everyone but HER." Rhydt corrected. "I don't know what to make of it all. I've heard of psionics, but it's the first time I've seen them."

"It wasn't my fault the thing was using that much energy," Rusti pouted. "I tried to tell it to stop and it would not. So I put a stop to it."

The alarm cried throughout the school building. All the occupants in the present room searched the ceiling and waited for an announcement.

None came.

Optimus left the room first, followed by Rhydt. Windy told Rusti to stay put, but the girl refused to do as she was told. They followed Optimus to the main hall where several students circled a crack in the wall. A heap of clothes lay on the floor, a scatter of books nearby.

"What happened?" Prime demanded over the wailing alarms.

"Dunno!" One male student answered. "He was there one minute, walking in front of me, the next, this thin black light reached out and grabbed him. He fought as it sucked him into this crack in the wall. He grasped the fire alarm and yanked it just before the light pulled him completely through."

"Did you know who he was?" Prime wished someone would shut off the stupid alarm.

"No!" the kid answered, trying to shout loudly enough, "He was just walking in front of me."

The alarm died and Prime could hear and feel a collective sigh in the hall. He remembered Springer and Magnus explained similar circumstances being reported in Central City in the past few days.

But . . .

But . . .

The Autobot leader's gaze fell to the little creature standing not far from him. She was his precious sunshine. He did not care about cracks in walls or disappearing people. [[Let's leave now, Rusti.]] he had already lost interest in the rising murmurs as the crowd grew in numbers.

[[What about the missing boy?]]

[[We will inform Magnus and Springer. They will be interested in this thing.]]

Rusti's brows knit together, perplexed. This was not like Optimus. Would he not inform Fort Max and ask other questions? Would he not take charge of the situation? But he already turned his back on the event and started down the hallway. He turned, expecting her to follow. After a pause, Rusti followed, glancing back two and three times. At least this event preempted any further annoyance over the incident in the gymnasium.

And Rusti wondered if in fact she was responsible for it.

But she could not see how.

Two shapes entwined, one lead the other in a dance; if dance was the right word. One shape, dark and linear, dragged another shape, grey and peach in a place that existed without time. The grey-and-peach acted like it was being dragged, rather than led. It proved this by struggling to get away but the dark shape clutched at its middle and held tight, tight.

They kissed. But it was malicious, filthy and the grey-and-peach shape struggled.

Then it started to bleed.

That snapped Magnus out of his dream. His chronometer told him it was a quarter to two A.M. He collapsed back onto his flat, his mind whirled with the distressing dream. What the hell was that all about? Two shapes? Did they mean something? Was it important? Did it have something to do with the disappearing people? One was a black light. Was that the same as the black shape in his dream?

Somehow the Major-General didn't think so.

As he stared at the ceiling in his quarters, the dark metal panels faded into a soft light grey. "What the hell?" He asked aloud. "Max, what's going on with the ceiling?"


"The ceiling is lighting . . . up . . ."

Before his optics, a scene appeared in the ceiling just like a television set, except the edges were fuzzy and darkened back to the metal's real color. The scene moved without sound, adding a greater eeriness to the moment. Worse yet, Magnus recognized the event: their first encounter with the Junkions. There! They were chasing Arcee. There! They went after Springer. There! They took off after a very young Daniel Witwicky-But that was decades ago-and the scene was perfect in every detail! There was no way it could have been a reinactment.

"Max!" Magnus called again, "Max, what is this? What's going on?"


Had the city gone bonkers? "Can't you see this?"


"The . . . the damned thing playing on the ceiling!" And no sooner had he said that than the scene snapped out as if someone had shut off a light.

He kept staring at the ceiling, expecting another scene to flicker on. The dark silence enveloped him; his own anticipation came louder than the thundering blast of a bomb.

The intercom bleeped and Magnus about jumped out of his own hide. He startled and sat straight up, catching his breath. He made himself calm down before patching into the com.

"Magnus," he answered.

"I'm sorry to bother your rest, Commander," came Ambiance's soft voice. She was a nice substitute to Blaster and Magnus half smiled, wondering if it would be possible to get the annoying communications officer a nice transfer to Fort Sonix. Not really possible, however, since Blaster was one of the 'higher-ups'. But it was a nice thought.

"Jax Tolomsky is calling. He says it's an emergency."

"Thank you, Ambiance. Chief Tolomsky?" Magnus called.

"Sorry to wake you in the middle of the night." Tolomsky's voice came out from nowhere. "I was wondering if you and you officers can come down here, maybe bring Streetwise."

"Another body?"

"Yeah. A dead one-or what's left of it."

"We'll be right there." Magnus hesitated before leaving the room and gave the ceiling a final glance, wondering if maybe he just dreamed the whole incident.

But he really didn't want to know the truth.

* * *


Cody watched Rusti jot down answers to a study guide from her science book. He loved to sit with her in the quiet moments they did homework. Oh, he'd never lay a hand on her other than to carry her books or touch her shoulder. Cody considered himself a gentleman. Besides, he didn't want any trouble from her guardians. Not that Optimus or Rodimus frightened him; he just didn't want to assume anything.

But there were times when he wished he could touch her pretty lips with his. There were times when he wished he could sink his fingers into her soft red hair. Red hair drove him crazy as it was. He remembered dating another girl with red hair one summer. She was wild, ostentatious and spontaneous. He enjoyed kissing her. But Rusti was quiet and gentle. The smallest things made her laugh and light up. And he loved to see her smile.

"Rusti?" She looked up and he thought he'd be lost in those sea-grey eyes. "Rusti, do you . . . do you think Op and Roddi will let you go out on a date?"

She tilted her head slightly to the left, saying nothing. Then she tilted it a little to the right and down. "I don't know, Cody. I've never asked."

Cody plucked up his courage. "We could go to the VR park. I could bring you back by ten, if you think they'll say it's okay."

Rusti thought hard. The court might want to make sure she was chaperoned or something just as dumb. But it would be a real drag if she had to bring an Autobot along for laser tag or video games. On the other hand, Autobots did come in all sizes and shapes. She could easily take one of the Cassette Tapes along with her. NOT Rewind-he talked too much. Steeljaw might be a good choice. He liked her and kept his promise to say nothing when she walked several miles outside the city by herself a long time ago. She nodded. "I think I know a way that will make sure we get an opportunity."

Optimus' door was open again. Rusti thought that very peculiar because Optimus always liked as much privacy as he could steal. She shook her head. It was probably just a phase. Maybe he was trying something new and different. She and Cody passed the threshold and found Optimus staring out his window, slowly drinking a flagon of energon. He more sat than sipped, however, staring long and silent like a patient rock through winter cold and summer heat. He was not even aware the room was occupied.

She loudly cleared her throat. "Um, Optimus?" Her voice sounded small but powerful in the dead silent room. Cody glanced from her to him. "I was wondering if it'd be alright to go out with Cody Friday night. Can I?"


Then Rusti thought she heard Optimus hum ever so softly to himself. A cold darkness flitted past her eyes and she glanced left and right searching for the shadow that nearly ran into her. Her skin pricked with cold and her heart stopped for a second.

What was that? A presence? Her imagination? There was nothing else in the room but the three of them.

Maybe she was just tired. Maybe she was still worried about the volleyball incident-which neither Optimus nor Roddi cared to discuss with the school. But how would that affect her now?

"Optimus?" She asked again. "Optimus, can I go?"

Silence. Then Prime turned to her in his high-backed chair and leaned against his desk, his arms pushing digipads over the edge. They clanked and clamored as they hit the floor. "Have you ever thought how limited we are with our nourishment? It's not right that so many other species of peoples get to enjoy a plethora of energy sources and we have one thing that can taste either good or bad. Energon does not come in chicken flavor."

Cody did everything he could not to break out laughing. He allowed himself a smile, but knew the moment was not funny. Rusti stared at Prime for a long silent moment. There was nothing rational about that entire statement. Perhaps she should discuss this with Ultra Magnus, or Rodimus or someone who can look into it. Maybe First Aid should know. She drew a deep breath and tried another tactic.

"I'm sorry we bothered you, Optimus. I wasn't sure how busy you were today-"

"You are NEVER a bother, Rusti."

Well, at least he acknowledged she was there. That was a good thing.

Then he started to sing: "Ten little monkeys jumping on the bed. One fell off and broke his head. Mama called the doctor and the doctor said: 'no more monkeys jumping on the bed."

Rusti stepped back, slowly, cautiously. She shook her head, not believing what she was hearing. Cody followed her and they left the room.

"Good night, Rusti." Optimus softly said to no one. He sipped his energon and just stared into nothing. He felt perfectly calm. Perfectly quiet.

"I don't see what the big deal is." Rodimus answered after Rusti explained Prime's odd behavior. "At least he's not running around acting like some idiot trying to pretend he knows what he's doing."

Rusti couldn't believe what she was hearing. "Roddi, it isn't like Optimus to say things like that. And it's not like him to act like that; just sitting there doing nothing."

She did not like how he smiled. "You mean he's actually taking a break? Ohmigod! We're all fall to ruin!" Then Rodimus shouted: "HEY WORLD, OPTIMUS PRIME TOOK A BREAK FROM HIS WORK! WAHOOOOOO!" Then he quieted down and lowered the circuit board he worked on. "Now, what's the real reason you're here, hu? Come to help me assemble this thing? Wanna pretend you're a circuit linker or an alpha chip?"

Rusti allowed herself to smile a little, but it was not a real smile. "No, Roddi. Cody wants to take me out to the VR park Friday night. I know the court said I can't go anywhere unless I were chaperoned. So I thought I'd take Steeljaw. He can keep me out of trouble-"

Rodimus lightened up like a Christmas tree. "A date! Rusti, I'm proud of you! Yeah, most sure!" Then he pointed to Cody. "You take good care of my lady-friend, or I'll rearrange your face, got it?"

Rusti's eyes about bugged out. "Roddi!"

"Hey, I used to change your diapers. It's my prerogative." Rodimus turned the board around for Rusti and Cody to examine. "Whaddya think? Does it look good? Will do the job?"

To Rusti, it just looked like a regular Transformers board; a flat, flexible metal surface punctuated by several 'negative spaces', four main linkers, two 'alpha chips' and a ribbon of semi-organic wire used to interlink with subspace pockets. "What's it for?" She asked carefully.

"Oh, I'm going to put Optimus in a subspace pocket for a while to keep him nice and fresh for the next hundred years. After all, we all need a break and I thought playing Rip Van Winkle is the best vacation anyone could have."

Cody finally piped up: "Sounds more like you're putting him in storage for future use." And he grinned.

"Exactly!" Rodimus smiled with enthusiasm. "Heya Rus, you're actually dating someone with brains! That's wonderful! Now you kids run along. I have work to do."

They left him alone. Once they made a good measure of distance from Roddi's office, Rusti leaned against the wall, her face twisted in anxiety. "I don't know what's wrong. Neither of them are acting normal."

Cody rubbed her arm with a smile. "I don't think it's anything serious, Rusti. But if it will make you feel better, perhaps we can talk to Ultra Magnus."


But Magnus was not available. At the last minute, he was called away to assist in a fight on Pluto. There was no other information. Rusti reported her little experience to First Aid. Concern etched his face plates, but no answer came from him, either.

"We'll keep an extra optic on it," he promised. "But until I can examine them personally, there's not a lot I can do."


* * *

The rest of the week encroached upon Friday like warm weather in a cold year. Rusti could not pay close enough attention in school. She thought constantly of her evening with Cody and how nice it was to have something special to look forward to. And amazingly enough, she had neither visions nor nightmares those few nights leading to the weekend.

That Friday afternoon, she returned to Fort Max and changed her clothes. Just before Cody came to pick her up in his mom's car, Rusti thought about stopping to say good-bye to Prime. But his office door was locked. She sighed and tried to connect to him. A coldness settled over her mind and it distressed her.

[[It's alright.]] came Prime's response. [[Rodimus informed me you're going out.]]

[[I tried asking-]]

[[No, no. Please, have a good time. Stay safe.]]

she touched the door and wished again that he could just tell her he loved her.


Cody took her to a 'Micky D's' restaurant before hitting the VR park. They played laser tag and took a trip through the reconstructed House of Mirrors. They took a break and ate banana splits as they watched little kids play in the ball booth. The two caught gazes more than once and about the fourth time, Rusti couldn't help but giggle.

"What're your plans after school graduation, Rusti?" Cody asked after another spoonful of banana and chocolate.

"Don't know yet," she answered with a shrug. Dezi's trying to get into EDC, though Mom and Dad don't know that yet. I really haven't decided."

"What do you really want to do?"

She scraped the sides of the dish so that the chocolate and hot fudge dripped closer to the ice cream and whip topping. Then Rusti scooped a spoonful of 'yummy' and enjoyed it before answering him. "I want to stay in Autobot City. I don't know what I'm going to do. I want to draw or paint. The idea of being a professional or a teacher or a doctor really doesn't appeal to me."

"How about an explorer?"

She shrugged. "I thought about politics, too. But that's not my thing. Might be fun to be an ambassador like my grandma. But my folks frown on stuff like that. It's enough to make me find something I know they'd really disapprove of and do it."

"Like becoming a sanitation engineer?"

She almost laughed through her nose. "No. Maybe a professional football player or a reporter."

Cody smiled broadly. "A football player. Yeah, I can see that."

She smiled coyly and ate another spoonful of ice cream.

They joined in a game of hide and seek with another group of schoolmates before the park closed for the night. Cody escorted her to the car and drove away before the crowds exited en mass. Both were rather quiet for a while.

They passed the last street lamp and headed to Gateside Road. The car wound this way, that and straightened before another series of turns met them. Rusti finally sighed, "I'm really worried about them, Cody. Optimus and Roddi, I mean."

"Well, I don't know either of them well, but you're right. Something is kinda odd. Have you seen other things they've done or said?"

"Well, that dream I had several nights ago."

"Yeah. That was weird."

"Or that glowing sphere that hit me square in the face."

"What's that? I don't remember you mentioning that before, Rus."

Rusti frowned, forgetting that she really didn't mention it to anyone, even when she and Roddi talked a few minutes after. "I did homework in my room after you left and this ball of glowing light shot around my room and hit me. I lost consciousness for a while then went to bed and fell asleep. How could a figment of my imagination do that?"

Cody remained quiet for a moment. "Did you tell anyone else?"

"No. Not really."

"Do you think it was an alien intruder, maybe?"

"No. Max would have registered it as a life form."

Cody nodded, "So, you're saying it wasn't a life form at all; just a sphere of energy?"

Rusti batted her eyes in disbelief. "Yeah. Energy. But, can energy direct itself?"

Cody shook his head. "Only if it was a life form of its own. Only life chooses to move in a certain direction."

"Unless . . ." Rusti thought her words carefully, "unless the sphere was psychic. Max can't register psychic energy."

"I think you definitely need to discuss this with Ultra Magnus when he gets back."

"I will. Maybe he can talk to Optimus and Roddi and get things straightened out." Rusti thought hard. Flashes of the nightmare/vision she had at school blinked in her mind. "I wish I could figure out why I've had these problems lately." She squirmed in her seat and thought it time to discuss things with her counselor.

Her eyes caught sight of a figure standing in the middle of the road. "Cody!" She called

"I see it!" Cody slammed on the brakes and by all laws of nature and physics, he should have had plenty of room between the car and the figure. But they still hit it.

"Ohmigod!" Rusti undid her seat belt and jumped out the car, ignoring Cody's plea for her to stay put. She rounded the car as he got out and stopped dead short. Her heart shot into her throat and she swallowed air. She could not even scream.

"No," her voice wailed. "No!"

Cody rounded the front of the Saturn and froze dead still. The Freak lay on the ground. Armless, its long dark legs lifted and slid back down on the ground. Cody checked the front of his car and found the hood and bumper dented.

Rusti started to cry. She sank to her knees, bowed over and wept. It could not be real! Cody approached and laid his hands on her shoulders. "Come on, let's just get out of here."

"It's it!" She wailed. "That's the thing! That's the Freak! Tell it to go away. Please!"

Cody simply looked at it for a moment or two, really unable to stare at it for long. It, whatever it was, seemed to resemble a scream on two kneeless legs. He helped Rusti to her feet and guided her back to her side of the car. Another car approached from the south. But Cody did not want to make a scene.

Rusti froze by the car door. There the Freak stood, staring at them with no eyes. Its mouth remained agape.

" . . . go away . . ." Rusti whispered. "Please. Please, just go away."


And something dark and filthy tried to push its way into her mind. Rusti snapped and she screamed and attacked the Freak, slamming into it with both her fists. Cody tried to get her to control herself as the other car came closer. But Rusti wrested herself free of his grip and screamed even louder, this time shouting at it in a language Cody never heard spoken. The other car pulled up and the driver disembarked just as the Freak squealed and backed away from Rusti without walking. It was the weirdest thing Cody swore he ever saw.

But the squeal turned into a sudden terror-induced scream. All three people held their ears and bowed over in pain as the scream exploded in an ear-shattering sound. Rusti could feel the vibrations through all her innards, under her skin and it echoed through her head. She fell to her knees as the scream scraped her backbone and pinched her scalp like fire ants and a ghastly echo followed but Rusti did not hear it end.