The Direct Link Library Droid (DLLD) stared at a 10 year-old Daniel Witwicky with no more interest than a scientist leafing through a student's work. His gold, blue and grey form seemed to resemble some crotchety old man who'd spent too many years hidden behind text files and dusty storage chambers, forgetting that there was a life outside the building he worked in. The DLLD even came equipped with a swivel-and-roller mode of locomotion for speed rather than the conventional biped travel.

"Fine, fine." It chirped with a rushed, uninterested voice. "Now what is it you want?"

Daniel didn't take note how rushed and rude the DLLD seemed. He was more interested in the information he sought than some old cranky data file locator's manners.

"We're here for information. Need the date of Ultra Magnus' creation." Wheelie answered instead.

The twerpy droid leered forward, some form of interest piqued in its body language. "What? What's that you say?" It piped. "You want to know when Ultra Magnus was created?"

"That's right." Daniel confirmed. "Can you help us?"

The DLLD rolled down an isle, then two, searching both the files lining the walls and its own memory storage. "Ultra Magnus. Ultra Magnus. Let me see . . . where would that be?" It swung back and ran past them to the head file system, interlinking into its own storage system. But all that came up on screen was N A. "The information you seek is not available." He informed the boy and the newling Autobot.

But as unhappy as Daniel was, and for all the trouble the boy and his friend had gotten into, even had the storage asteroid been successfully retrieved, they would not have found any data regarding Ultra Magnus' creation.

Those files were closed and labeled forbidden by the Autobot Council of Elders even before Optimus Prime became the leader of the Autobots. At the time of his initiation, Ultra Magnus-MAJOR-GENERAL Ultra Magnus was a closed and forbidden subject even among those most closely involved. He was respected by most all members of the Autobot freedom fighters, feared by the ignorant general Autobot public, hated by the Autobot Council of Elders and despised by the Decepticon High Command.

Magnus was all soldier and never had much use for a politicians prayer for peace. It wasn't that he didn't want peace himself; Magnus hoped for it all his life. But after experiencing so much betrayal and witnessing the bureaucrat's maltreatment of his people, Magnus decided he had no use for diplomats and negotiators.

Ultra Magnus was the administrator's worst nightmare and he once embroiled himself in so much political defiance that the Council of Elders at Iaacon had considered erasing his retro-thrusters and sending him back to the Decepticons.

And perhaps that was what Optimus Prime liked most about the former Decepticon Major-General. Magnus made decisions based on the situation at hand, not what some list of rules called for. Magnus could follow orders right to the letter and had unswerving loyalty. But . . . he was a soldier through and through. His warriors came first.

However, despite what Optimus Prime believed, Major Ultra Magnus did not see himself as a leader of Autobots. He was good in strategy, a survivor on the battlefield. But not a leader. He just did what was necessary to survive. And at this very moment, 21 October, 2038, Magnus knew if Prime were there to see him in action, the elder Autobot leader would be shaking a finger at him with an I-told-you-so look.

The thought forced Magnus to privately smile.

Rodimus took off for Rusti the moment Central City was attacked. Magnus knew the other Autobots questioned Rodimus' priorities. After all, what's one human compared to a whole city of their own people?

But Magnus knew the situation was far more serious than just one person's love for someone else. He chewed Delta out for her insubordinate attitude then organized the Aerialbots and doubled defenses on all parameters. But no sooner had he sent the order to transform Fort Max than all the alarm klaxons screamed from every direction.

The very first thing that came to Magnus' mind was to evacuate the city; get the troops off Earth and take as many human survivors with them.

Blaster cursed from his corner of the control room and 'pumped up' the volume as someone from the EDC wing shrieked incoherently over the comline. They yammered something about 'diggers' and over sized maggots and that the flooring in level four was bending and melting like so much solder.

Then Cosmos' usual soft, well-tempered voice rapped across the comline at such a rush that no one in the control room could pick up a thing he said until he finished the sentence with 'Quintesson star bombs!'

That was when they heard Cosmos scream.

The tearing of metal by metal teeth.

The spray of fluids as conduits and pipes were mercilessly ripped open.

The whimpers of a dying Autobot followed, sending surges through everyone's systems.

That was when the first comm tower blew and the thundering echoes of its destruction rocked Autobot City. All computer controls flickered.

"Damn." Magnus muttered as all communication links went off-line. "Delta, I need you to set up a fortification at the south-eastern entrance. I'll need time to get the shuttles ready."

Delta shot him a puzzled look. "Commander, we need to stay and fight! This is our city, our world! How can you think of leaving just like that? And in the face of Quintesson attackers?"

Magnus stared hard at her for about three seconds. Do you know everything about the Quintessons, soldier?" He asked dangerously.

"Pretty much." She replied arrogantly. After all, she had served under nearly every campaign in the last twenty-five years.

"Then Prime should step down and make YOU leader of the Autobots! Now get out there and set up the defense grid!"

She stared him down for a moment, her blue optics sparked the same defiance Magnus once gave Alpha Trion.

She departed just the same and the city commander turned to the rest of his staff. "Blaster, while we have power, I want you to transform the city and begin evacuation protocols. Tripcord, you and I will have to go out there and round everyone up. Blaster, try to get us intra-personal communication link-ups."

"I just tried that, Ultra-Dude. Seems we're not just dead in the water, but the Quints 'r jamming us at every frequency. All I can getcha is a line-a-sight laser comm."

Magnus shook his head. "It'll have to do." He frowned resignedly and no sooner did he step out of the room than the city's power went out.


Magnus had only an inkling what was going on outside the control center. The moment he and Tripcord stepped out, their audios and optics met the battle face-on. Chaos erupted like a maelstrom chain of storms straight from the Pit itself. Buildings fell like trees, humans died like bugs and explosions peppered the city like some kind of perverted city-wide celebration.

Arcee drove toward the city commander at a pace he'd never seen her take. They were strafed by a Quintesson craft and Tripcord transformed and attacked their attacker. Arcee skidded before Magnus and transformed, pointing south-east. "The automatic controls are all frozen, Commander!" She reported. "We've lost Cosmos and Skids and-"

Another building fell not far away. The two of them cringed and another ship, a sleek black one, swept too low and Magnus covered Arcee with his body as the craft impacted another building a block away from them. The blast sprayed metal and glass in every direction and a plasma fire erupted into a cloud of harmless gasses. Humans and Autobots alike rushed to the sight to gather the wounded and attempt to contain the blaze.

Magnus sat up, allowing the femme to do the same. "Arcee, we need to transform the city, we must get the defenses on line long enough for the rest of us to escape."

"What about my daughter, Magnus? What about my family?"

"I-I don't know. Rodimus took off after the initial attack in Central City. He took Springer with him and I'm sending others out as back up. That's all I can do right now."

Arcee looked a bit hard. At this point, it was Daniel who was staring at him, not the femme at all. She frowned and leapt away, transforming and speeding like a maniac over rubble and debris.

Magnus stared after her for a long moment. He really had no other ideas. Surprise attacks were always just that: a surprise. No, there should not have been any surprise at all. There came no warnings, no sound from the lunar bases or from the space platform out by star gate 09-A or from Pluto. Nothing from Cybertron, which now orbited the Terran System like a tenth planet.

And not one sound from Mars.

Magnus remained on his knees as the carnage continued to erupt around him. Not far from him, several Autobots confronted a group of the strange dark aliens. Humans, as small and fragile as their bodies were, fought on as valiantly as any well-armed front-line trooper.

The Dinobots and Monsterbots were eliminating the majority of the enemy troops-and most of the buildings around them. But there seemed no end to the attackers. And it wasn't just the strange dark aliens that flayed the city, but the Quints and their Sharkticons.

He had to get them out. Without power or communications, nightfall would be the worst time for fighting. Magnus knew he could not command his people without a communication system. Even by line-of-sight, there was no guarantee he could keep in contact with them during a heavy fight. His first idea seemed to be his best idea: get the Autobots out of the city, maybe off the planet and fight these creatures on better ground.


Magnus found Blurr in the midst of a barrage of Sharkticons. One thing Magnus liked about Sharkticons was their habit of climbing over one another to get to their target, not realizing they made a better target themselves by stacking up like a pile of bottles waiting to be shot. Magnus and Blurr made short work of the barbaric robots by either smashing them (Magnus) or dashing between them so quickly they ran and attacked each other (Burr) Not more than a few minutes passed before twenty-five Sharkticons lay in a pile of used and damaged parts.

"Wemakeagoodteam,wouldn'tyousay,UltraMagnus, hu,hu?Ithought wedidagoodjobjustsmashingthosetin-headed,over-cofidentnobrainers toittybittypeicesandthat'ssomethingtobragaboutlateronwhenIcanget

backatSpringerforteasingmeaboutoverdoingiteverytimeIdosomething. He owes one now."

Magnus stared at Blurr, unable to think of anything to say for a long moment. His language processors decided to take a break and digest Blurr's speech a little more slowly than he would have liked. "Uhhh, okay." He finally returned. "Blurr, I need you to scout everyone. Inform them we are evacuating the city. We're to meet at Moonbase."

Ohthat'snotaproblem,notaproblematall,UltramagnusIdon'thaveaproblemwith thatatall,notatall.Youcancountonme, you know that."

And the courier left. Magnus was grateful he did not have to deal with Blurr longer than a few minutes each week.


Blurr dashed round the city as it fell bit by bit into pandemonium of destruction. Bombs went off without warning, Autobots and Humans fell from injury or death. Fires erupted in violence wrought with direct control. The sounds at times deafened even those in exosuits, vibrating the very foundation of the city itself. Smoke heaved through the air with an effort to cover the city in its dark, sometimes rank embrace.

Three times Blurr nearly 'bought it'. He managed to either slip aside at one point, or stop on a dime at another. But he managed to carry the message to as many people as he encountered, even tried to assist those in the fight.

But fighting almost seemed pointless. The dark ships hovered above the city like so many flies waiting for a fresh kill to stop moving.

Blurr returned finding Magnus occupied with two Inoux Destroyer Class. He managed to break the left front leg off one, while keeping the other at bay by firing at its faceless head. The first Inoux, the three-legged attacked first, opening a massive mouth and attempting to yank a piece out of Magnus' metallic hide. But the Major wasn't so slow. He fired at his second opponent first then ducked under the first attacker, jamming his laser rifle into the Inoux's cavernous mouth and overloaded the weapon. He swung back up and landed a partial round house kick to the second Inoux, thereby throwing it completely off balance. The first Inoux blew into a million fragments, throwing Magnus off his balance.

The second Destroyer snapped to its spindly legs and tried to pin Magnus with one of them. Magnus grabbed it in mid air and snapped the tip off.

It screamed and opened its jaws. Magnus fired a missile at it then back flipped and shot the tip of its own leg right into its neck.

No good.

"UltraMagnus,IwasjustroundingthecityandInoticedthewholearea isbeingattackedbythesethings-"

It leapt for Magnus and pinned him to the ground with its weight alone. Magnus brought his legs up and heaved the creature over his head. He rolled over and transformed when it came right back for him.



Magnus fired two missiles at it, hitting it but making not so much as a scratch on its slick black surface. It screeched and landed on him, denting metal and finally taking a chunk out of his shoulder. Magnus growled and used all his strength to transform.


herebecausethere'smorepeople thanthereareshuttlesandhe'safraid


Magnus managed to transform quickly enough to toss the creature off him and he kicked it in the head when it rebounded and came right back. It hit a nearby wall, sinking into a surface that proved more fragile than its exoskeleton. Magnus bent over, clasping his hands together as it again screeched and came at him. He swung, his entire frame slammed right into the alien as though using his whole life force in the strike. The creature flew through the air and again smashed into a wall, actually going through it this time.

"You don'thinkanybodywillbeleftbehind,doyou,UltraMagnus,


"Blurr!" Magnus boomed. "I'm trying to survive, here!"

"That does it!" Another voice sounded. From subspace a weapon flung itself out away from Blurr and transformed. Heywire stood indignant. "This is ridiculous! I demand a more meaningful job!" He turned and pointed at Blurr. "And you didn't tell him anything about what Highbrow said!"

"Iforgot." Blurr suddenly seemed calmer, a little more attentive. He turned to Magnus, "Highbrow'sbeenonlookoutforthe pastfourhoursandhesaidthathe'sspottedSpringerheadingthiswayathigh speeds.Seemsthere'ssomethingwrong.Hedidn'tseeRodimusPrimewithhim, butscannersindicate-"

"Never mind!" Magnus' patience just died. "Get your turbines to the South-East gate. If Rodimus is coming in, he'll head to the one place we can defend the best. If you can, inform him about the situation!"

Without another word, the city commander stomped off, muttering to himself about overworked Autobots and brainless morons who forget to give them vacations.

Heywire and Blurr exchanged looks. "He doesn't seem very happy, Blurr."



Three Destroyer Class snapped and spat their way into shuttle bay four. EDC Captain Matthew Cyrillus clasped on a weight support belt while Autobots Pipes, Cloudraker and Backstreet distracted the creatures, luring them away from the shuttles. Unfortunately, the strange black insect-like things seemed to know what the Autobots were trying to do. One of them leapt clear over Backstreet and the Autobot ducked, covering his head and squeaking in fear. Cloudraker growled in frustration and by two back flips and a hand spring, he transformed into jet mode and shot the creature aiming for the shuttles. The thing hissed at him as it flew aside from the impact of his lasers. But no damage was done.

Cyrillus cursed softly as he rigged the entrance system from one of the shuttles. He opened a nearby compartment and pulled out two light weight rail guns and slipped out. "Move!" He cried to the three Autobots. One by one each of the Transformers spotted him and their reactions came the same way-"what the hell 'r you doing?!"

But they obeyed him just the same and the EDC captain fired the two guns right at the Destroyer's neck, killing one instantly. Backstreet veered around the other side of the bay and slipped into one of the other shuttles. He activated it and tried to get the damnedable doors open.

Cyrillus sent another of the Inoux to their maker while Pipes rounded the third shuttle and blasted the western entrance. Humans came pouring in and two other EDC members joined the fight.

The last Inoux jumped right over Cyrillus and attacked the first shuttle on the north side. Backstreet screamed in the cockpit. He tried to activate the shuttle's defense system while the creature began to open the cockpit like a tin can. First went the windsheild, shattering like so much crystal. Then the rooftop, peeled like a fruit. Three other EDC members scampered across the bay to save Backstreet's life. But it was over with one fatal bite in the neck and shoulder. Fluid gushed from connectors and tubing. The Inoux lifted the lifeless robot right out of the shuttle and flung the body clear across the room.

Those humans who did not dodge were crushed under its weight. The Destroyer Class proceeded to obliterate the shuttle controls, ignoring all the human's and Autobot's attempts to kill it. Then it leapt straight across and stabbed the roof of Pipe's shuttle.

Ultra Magnus burst in, his tough vehicle mode created a new doorway for the shuttle bay. He transformed and leapt for the creature, yanking it right off the shuttle and fired several times to keep it off balance. Cyrillus managed to pinpoint and blew its head clear off.

Impressed, Magnus turned to the EDC captain.

Cyrillus raised the power on the rail gun and caught the Major staring at him. "Found out they have a vulnerability in the neckline, sir.' He saluted.

"Good job, Captain." Magnus praised. "Let's get the rest of the shuttles operational and head out."


Daniel Witwicky kept thinking fearfully about his family. The communications black out didn't help matters at all and it distracted him from the task ahead. He could feel Arcee silently fume at his distraction, but she wasn't married and she didn't have children and none of her friends were out there in the city, helpless and alone.

He didn't help her as she and four other Autobots tried to erect a shield and defense grid along the South-eastern entrance. Word was that Springer was heading in this direction and Magnus had ordered a defense grid set up. That meant bodies and weapons in one concentrated area.

Daniel had thought about trying to take over Arcee's actions and directing her into Central city to search for his family instead, but he knew there would be no contest in that regard. Arcee was a gentle Autobot who sympathized with others in pain. But she was also fiercely loyal and strong-headed and her people came first. That did interfere with his life more than he liked, but there were times that Arcee had business to attend that she abandoned for him and his life. Their relationship was very complex and sometimes inconvenient.

The sun began to sink behind the Cascade Mountains, its failing rays gracing the damaged city with shadows reflecting death and devastation. Arcee and Stryper managed to activate three pulse cannons along the left side of the gateway while Delta and Nightbeat rewired the bridge.

Three sleek black ships dive-bombed them suddenly, blowing the remains of the bridge and killing Nightbeat. Delta pulled herself out from under her co-worker.

"Arcee!" She called, "try to use one of those cannons!"

"I can't!" The other femme returned. "Not enough power!"

Blurr suddenly arrived and began to shoot at the ships as they dove and veered off like a group of pesky Earth flies.

Arcee snapped her fingers with a moment of inspiration. She disconnected three cogs and a turnpike from a transform panel in the flooring of the city and disconnected the power relays in the cannon's automatic mode. Jury-rigging the cannons and their power source into a manual turn switch she managed to make two cannons operable from a direct control lever.

"Blurr!" She called when all was as ready as she could make it, "Here!"

"What,what?Can'tyouseewe'resupposedtobefightingtheenemy,not makingnewandfancyequipmenttoimpresssomeonelikePerceptor?Ithought

wewere fightingsomeone,not-"

Arcee laid her hand on his lip components. "Wait." She dragged him behind the first of the new weapons and presented him the handle. "Turn this. The platform will turn on its own."

At first Blurr stared at her dubiously. A manual weapon, indeed! But knowing nothing of technology himself, he decided to leave the argument. He turned the handle once and the platform churned, following an alien ship as it vroomed into the city, blowing a building before meeting crossfire with an Autobot. Blurr repeated the turn and a 'little' laser shot out but died quickly from lack of thrust.

Realizing what the femme had built, the Autobot's face plates folded into a wicked smile. Using his incredible speed, he forced the cannon to fire, blowing part of the building around which an alien vessel zoomed.

Another ship flew in and Blurr laughed as he targeted that one too.

Three Destroyer Class Inoux marched their way to the check point. Delta and Simultan fired at them from the other side of the bridge but failed to chase the four-legged aliens away. One alien lifted its head and spewed a stream of liquid fire over the bridge, thereby destroying it. Delta cussed under her vocalizer and turned to Simultan. "I'm going around the other direction and cut them off. Tell Blurr to concentrated firepower here."

Simultan only nodded and transformed into cycle mode. Delta transformed into her jet mode and blasted off, firing at a sneaking Quintesson as she headed for the other checkpoint.

Arcee kept herself occupied by covering Blurr as he shot at everything that didn't look like an Autobot. Skyfire landed beside the Femme and shielded her when a Destroyer Class pounced. The Autobot tore its two front legs off and blasted its head clear off.

"This isn't getting us anywhere!" He shouted when a bomb thundered from the western side of the fortress.

"We're waiting for Rodimus!" Arcee shouted back. A hot wind billowed in from the west and Skyfire covered her with his body. Blurr yelped and ducked as a wave of plasma fire rolled across the city, searing through towers and other structures until it hit Caravan Hill and fused parts of the mountian's soil.

A Quintesson attack fighter swung in and downward toward Skyfire. Blurr saw it coming first and leapt off the platform, taking several pot shots at it. He cried out in frustration until Simultan joined him and they fired three times before actually cracking the fighter's shields.

"Hey guys!" Skyfire shouted from his and Arcee's position, "That's my fight!" He transformed and chased the fighter, sweeping under one fallen building and disappearing into the night-fallen ruins of Fort Max.

Something else zoomed in from the south-eastern gate and Blurr and Simultan swung around just in time to watch Rodimus fly in, tagged by Springer. Not more than fifteen seconds passed and four Inoux ships bolted into the city. Arcee cried out, remembering the bridge was taken out earlier.

But Rodimus flew right over it as effortlessly as jumping a mud puddle.

He zoomed past them and Arcee tried to call out to him, but with all the noise, her little voice did not go far. She turned at the sound of another explosion and heard Simultan scream.

Blurr lay in fragmented pieces and the Inoux aliens whooshed right on by her, hot on Roddi's tail.

Arcee froze, staring at Blurr's scattered remains while the rest of the city burned and fell all about her.


Magnus stood in shuttle bay six from the north by northwestern side-the EDC section of the city. This time there had been no alien/Quintesson intervention and four shuttles successfully lifted off, heading straight for the moon. Tandem had begged the city commander to leave with them but Magnus declined. His job was to stay until every last one of his people made it to safety. Well, that and a certain Autobot leader who should have been in one of those shuttles.

He shook his head and cast his optics to the ground. He had hoped to have heard something from or about Roddi by now. But not so much as a hint had reached this far. The city commander stepped outside just as the last rays of sunlight sank behind the mountains, casting an eerie blue-grey light over the city. Usually this would be a beautiful sight because it wasn't dark enough for the city to switch on its lights, but not light enough to really see everything clearly.

As the city sank further and further into darkness Magnus felt as though Maximus was trying to cover himself from shame. His once tall structures now crumbled from plasma fire. His beautiful spires toppled helplessly to the ground and as things fell or burned, Magnus' heart ached.

Once again something he loved was dying. Something he cherished had been destroyed.

His hand glided across a wall. All for what? He asked himself. It was as if the whole universe had lost its collective sanity at times and no one bothered to administer a little clarity of thought.

All this destruction for what?

Questions like that would drive Optimus mad. He'd come up with something encouraging to say, but in the end, Magnus knew Prime would doubt his own words. Trion on the other hand would say something worse at a moment like this.

The Major's large blue optics dimmed at that moment. Why would the memory of Alpha Trion slip into his head just then? He never had a use for politicians, even when they needed him. Magnus decided a long time ago that negotiation with the enemy would be handled by the barrel-end of a laser rifle.

That's what ticked him off most at this point. Optimus-for whatever reason-tried to actually negotiate with the Quintessons. Granted Optimus was just trying to put a stop to the fighting. But a peace treaty was not the way to handle the Quintessons. The city commander had thought about declaring both Primes unfit for command. And not for the first time. He knew if asked, Optimus would step down without a fight. But the senior Prime would consider it rejection, not as a prelude to the safety of his people. Rodimus would feel very much the same way. But Rodimus would most likely fight the decision. Optimus would disappear-literally. They'd never see or hear from him ever again.

Magnus sighed heavily. So much responsibility! He didn't feel one person in the entire complex had any clue, any idea whatsoever as to what the senior staff went through day to day just to keep the society together; just to keep good terms with Earth; just to keep the Autobots functioning as a community one day to the next.

The Quintessons certainly made everything that much more complex and that wasn't even starting with this attack. Why, after all these years of silence, centuries and entire generations of Autobots, would the Quintessons come back? But here they were, fighting with the Autobots and this time, attacking without provocation. Unless something happened on that space station Optimus hadn't told them about. Now the Major wondered if he would live to see the next sunrise.

Familiar sounds touched Magnus' audios and he turned left just as Kup transformed from vehicle mode. The old warrior approached him in the darkness, optics bright. "Seems they've spotted Rodimus headin' this way. Wanna tell me why he's coming here rather than heading to a shuttle bay?"

Magnus flinched in surprise. "No."

"No?" Kup snarled.

"I mean I don't know."

"Well, we'd better try to run into our fearless leader and get him off this robo-roach infested city before he ends up a permanent resident in the Matrix."

Magnus stared at Kup, puzzled. It was odd behavior for Rodimus to be coming here, the EDC side of the complex. There was only one shuttle bay here; unless he was bringing the girl to the shuttles. But she could just as easily remain with him. His optics dimmed further as he tried to piece the strange behavior together.

"What is it?" Kup asked, setting hand units on hip struts. "Don't you trust him?"

"It's odd behavior, don't you think? Why would he be coming here unless-" the other thought hit him like a ton of bricks. "There's an off-switch somewhere around here and he plans to shut the city down."

Kup's hands fell to his side, his face reflected surprise. "No way! There's nothing rigged to this sector! It's strictly for humans."

"Come on, Kup. Think. If you wanted to place something safe, where would you put it?"

Kup nodded. "In the last place anyone would think about!"

Magnus snapped his fingers.

"The comm center!" The two chorused.

They stepped out the shuttle bay into the darkness of the dying city. Bombs blew in every direction, Autobots chased aliens through the air. Plasma and chemical fires erupted in every direction. Buildings buckled under the impact of body weight or laser fire. Magnus led Kup over several feet of debris and a few bodies, human and Autobot alike. They approached the central square between living quarters, offices and not far away, the com center. But no sooner had the two walked three paces across the courtyard when a flash hit them both and they found themselves elsewhere entirely.

Magnus turned to Kup, astonishment creasing his otherwise detached expression. Kup checked to make sure he himself was all there then in silence they glanced around. They stood in what was a ancient Cybertronian complex. Once it was used as a trade negotiation office by the Quints who contracted robots to buyers. But now the Autobots used it as a courthouse.

"Oh, Prima, mother of Primus to glory." Kup moaned softly. "This can't be happening. Not again."

"This looks familiar." Magnus set a hand on the back of his head. "But I can't seem to recall why."

"No." Kup moaned. "I do. I couldn't forget it. But how did we end up here? What's going on?"

"You there!" A tall Autobot called from the other end of the corridor. The Major and his Chief of Security turned, staring down a long cold hallway lighted with bright neon lights. Doors decked either side of the hallway and a digi-board hung from the right side, flashing messages in LCD.

The Autobot approached them, his long limbs swung out in front of his torso. His face plate protruded and sunk three times across his face. "Which of you is Major Ultra Magnus?"

"That would be me." Magnus answered. "What's this all about?"

"What? You stupid, or something? Come on!"

Magnus and Kup kept their distance as they followed the other robot down the corridor, hung a right and walked down another hall. Kup leaned toward Magnus.

"Magnus, this is Prime's trial. Remember? Before they exiled him!"

If the major had been able to pale, he would have. As it was, he thought he'd just swallowed a pocket of air and already it was disagreeing with him.

They entered the courtroom and Magnus exchanged glances with a very young Optimus Prime. The young Autobot didn't seem moved or disturbed in the least.

Which really was a good thing. Magnus remembered this now; all of it. He was dragged in here as witness to the prosecution concerning Optimus Prime's incorrigible behavior toward the Council. They were going to exile the so-called Leader of the Autobots. And that had already proved a fatal mistake. An enforcer escorted Magnus to the witness stand, the middle of the room and left him there.

Perhaps, Magnus thought, perhaps being here today and knowing what he does now, he could change everything. He could change events as they occurred; he could save the lives of so many hundreds of Autobots condemned to Decepticon labor camps.

The major straightened, eyeing the judge-whatever his name was and the prosecution; Brinox or something like that. Anyway, to Magnus he was just another politician who did not earn his respect. This was the beginning of a very dangerous time for the Autobots. Glancing at the jury-in-stand, Magnus felt his gears grind. As he recalled, the whole thing was a set up. He flinched when the Prosecutor demanded an answer to a question he did not hear. But Magnus knew how to play this little game.

"Optimus Prime has shown nothing but the highest regard for the rogue Autobot army. He came to me when the Elders denied him the choice of training under normal system parameters."

It wasn't what THEY wanted to hear. But from the corner of his optic, Magnus could see Prime nod his head in agreement. If they were to condemn him, it should be for the truth.

"Blasphemy!" One Elder cried. "This is most preposterous! Optimus Prime cannot be anything more than an over-glorified Contender!"

And shouts of agreements/disagreements bounced from one wall to the other. The judge flashed his lights for attention.

When the crowd and their supporters settled, the judge stood. "This is all very interesting, Brinox. But I'm looking for a crime committed, not fanciful insults to the Council of Elders. Granted, I support the Elders as well as the next Autobot. But frankly, we have no laws against military training under off-world masters. And certainly nothing against training under a rebel."

Magnus stood even prouder to hear that term used in his stead. They didn't like him because he would not negotiate with the Decepticons.

Magnus turned to the judge. "Sir, may I be allowed to speak out of turn?"

The judge stared at him for a long moment before taking his seat. "Well, Ultra Magnus, I'm sure that whatever you have to say might have some profound wisdom. Yes, go ahead."

"Sir, I know that the politicians of Iaacon have little agreement with Optimus Prime's methods. But I must protest against this ridiculous trial brought about by jealous, contemptuous power-hungry hoodlums."

His phrase was met with boos from the audience but he held up his hand to indicate he wasn't through. They quieted enough for him to continue. "I have spent time with Prime and I can tell you objectively that he has nothing but the best of our people's interests in mind. He believes in freedom. Not under the pretense of a treaty the Decepticons have and will break time and again. But true freedom. He knows the Decepticons are not interested in peace. He is a Prime. Pure and simple."

The judge waved a hand and two enforcers stepped forward to remove Magnus from the stand. They didn't want to hear what he had to say. He struggled.

"No! You must hear me out! The Decepticons will attack and Optimus Prime is the only person capable of motivating the people to fight for themselves! Without him, without his leadership, Iaacon will fall under Decepticon domain!"

They dragged him down the isle in front of everyone and Magnus just kept talking, hoping someone might hear him. "They'll come! They'll kill everyone, dammit, you have to start preparing! Prime!" He struggled against his opponents as they tried to drag him out the room. "Prime, don't let them exile you! They'll set you up and kill you! Don't let them exile you!"


Magnus found himself back in Fort Max, nothing changed. The memory sliced into him and he had to sit down for a moment. Kup collapsed behind him, the two sat in silence with bitter memories.

That trial led to many years of grief for the Autobots. Optimus Prime disappeared after that, not saying so much as good-bye to anybody. The council had declared that the so-called new Prime had left Cybertron (as opposed to an exile)after they had proven him a hoax. After that, Crystal City was obliterated. Dramasix, Plethoran, Ondran City, Ty-ion and Numrinon fell one right after another under Decepticon control. Magnus and his people went into hiding and years for which he still could not account they scavenged and lived like starving retro rats. Magnus also remembered how much he hated Optimus for leaving them like that.

And he did, he really hated Prime. That was, until a reliable source informed him that the Council secretly had Prime assassinated.

"It all happened just the same, Lad." Kup's voice came softly. "It didn't matter what you did to stop it."

Magnus frowned more at himself than Kup's words. "Someone once said history is made from bad decisions, not events. Somehow, I believe it."

Kup stood. "We'd better find Rodimus Prime while this city still stands."

They found Rodimus right where they suspected him to be. But he wasn't in one piece entirely and Magnus knew Kup wanted to admonish Rodimus as much as he. But the two learned a long time ago to just keep their mouths shut. Optimus had given them the chewing of their lives over their judgements concerning his and Rodimus' decisions.

It's just that it was so frustrating because at times, the two Primes seemed so . . . stupid. Sometimes their reasoning had no logic to it at all. But Ultra Magnus learned a long time ago that while their reasons for doing things at the moment might seem awkward or at best, stupid, both Primes end up being right in their decisions about ninety-five percent of the time.

Whether or not that was intentional was never the case. Optimus would often doubt his own ideas, that is until later he would be proven right. For example, when Megatron had convinced the citizens of Central City that the Autobots were the real perpetrators of the war, Shawn Burger stepped in and offered a shuttle to send the Autobots off the Earth. Optimus went right along with it. A very bad decision. But several years later, Optimus privately disclosed to Ultra Magnus that at the time, he really didn't understand why he made that decision. Later, he found out that Burger had hired several computer specialists to work on a virus that was capable of wiping Transformer memory cores and extinguish sparks. Had the Autobots stayed on Earth, won the trial, Burger would have had the virus completed and killed them off by sending it through audio transmissions.

What seemed to be a stupid decision at the time proved to be the only decision that saved both Autobots and Decepticons.

It had to be the Matrix, Magnus assumed. Autobot leadership was a position Magnus was grateful he never had to fill. It was an ugly, over-stressed job where gratitude from the masses came in short supply and time off was unheard of. The position certainly changed Optimus over the centuries. Sometimes Magnus wondered how Prime kept his sanity at all.

He left Rodimus with Blaster and Kup, assuming the two were capable of getting him to a shuttle and off Earth. Magnus took off to get other Autobots under way. However, it wasn't until later that morning that he realized his mistake too late.

Magnus watched another pair of shuttles take off. He stepped down the pile of rubble he stood on and felt something stab his chest plate. He caught a breath and for a moment felt everything around him fade. He found himself plunging into darkness and Magnus fought to resurface. Something horrible had just taken place. Something just as familiar happened when Optimus died. An emptiness threatened to overwhelm him and Magnus could easily count the milliseconds it took for him to stay conscious. His optics fell dark. He could feel his own laser core vibrate hard in his chest. He could feel coolant seep out through his joints and fall from his optic sensors. The mighty warrior fell to his knees and how he wanted to crawl away somewhere! Rodimus.


Surges zipped up and down his backside and Magnus choked with fluids. He wiped his face plates with dirty hands. He had felt this once before but had never told another soul. A coldness swept over him and he held his head as though to press away unbearable pain. His optics kept leaking and Magnus thought he would smother from the eerie silence that now filled him inside.

"Not the sight I'd ever expect to see of you, Major-General."

Magnus's entire frame stiffened at the softly-spoken phrase. Only three people knew of his true title and none of them had used it in millions of years. The shock pulled him out of the sordid state and he gazed up to meet the living figure of Alpha Trion. Magnus' lip components dropped apart. Trion had been dead for fifty years; given his life to merge with Vector Sigma to give the Aerialbots life-a hero's death, some say. "Y-y-" Magnus couldn't say 'you're dead.' Nothing would voice from his sound modules.

Alpha Trion knelt before him. The robot's placid ageless face stared at him with false pity at first, then with wry amusement. "Well, I should be, according to the time line. But a ripple has upset the balance in the entire galaxy. All things as we know them to be are being affected even as I speak."

Magnus' expression turned from shock to cold dislike. He withdrew from Trion, hoping the gesture would give Trion a hint. "This is perfectly amusing." The city commander snarled. "I end up with you. You're just passing on, right? We're not stuck with you."

Trion set his fists on hip plates and shook his head. "Ultra Magnus, I'm surprised at you! You still haven't forgiven me? After all these centuries? After all this time? Even after all I've done for you and Optimus Prime?"

Magnus stood. His frame shadowed Trion from the early morning sun. "Don't bring Prime into this, Trion. Not if you want to keep your head."

Trion threw his hands up. "Oh, you're always such an impossible person to reason with! How Optimus handles you is beyond me!"

"So when are you leaving again?"

Trion's optics caught the city commander's with a spark of resentment in them. He studied the Autobot warrior then circled him. "Ultra Magnus, forgiveness cleans the soul and allows us to move on in life. I see that you have not forgotten a single thing. Yet life has moved on in spite of you."

"Optimus Prime came back. Seems you and the council of Elders-as the humans say-fucked up."

Trion looked a bit confused for a moment, obviously not understanding the phrase. He shrugged. "Well, you're here, obviously something has gone right in your life. It's a good thing, Magnus. You should be proud of yourself, your achievements. More than ever your people will need you, now that the two Primes have been affected by the virus in the Matrix."

Magnus clapped his hands together and his expression turned to sarcasm. "A pep-talk from Alpha Trion!" He declared. "Am I ever lucky! Oh, how I missed those moments when you would drop your pearls of wisdom and bless us all with your words! Tell me, Trion, are you just trying to save face, or are you buying time?"

Alpha Trion's optics burned into Magnus. "I don't have to explain myself to you, Magnus!" He seethed.

"No, you don't." Magnus returned flatly. "I don't want you to try to weasel your way out of something you had no excuse for. I thought the Autobot Council of Elders exiled traitors. Seems they missed you entirely, Trion. Oh, what's that? They didn't know you were actually a Decepticon?"

That was a last drop. Trion attacked Magnus and knocked the great Autobot off his feet with sheer force of will. Magnus only chucked, rolled over and sat on the older Autobot, his hands clasped round Trion's neck. "An uncomfortable position, wouldn't you say, Trion? I've been there too many times. Believe me, training under the Decepticon war machine has taught me more than morality and good speeches!"

"What happened to you was incidental." Trion growled. Magnus didn't have a tight grip around Trion's throat, but Trion knew it wouldn't take much.

"What happened to me was YOUR FAULT!" Magnus spat. "You expect me to see you for the hero you've built yourself up to be? Propaganda is a good tool for politicians, I'll admit. But you don't have either Prime nor me fooled for a moment. He should have let you die a long time ago!"

Trion laughed. "See? Even Optimus Prime is capable of manipulation!"


Silence hung thick. Trion studied the city commander, seeming to choose his words carefully. His tone, when spoken, came quiet and slow.

"I did what was necessary. I protected the greater number."

"You threw us to the Pit!" Magnus spat. "And then you used propaganda to make others believe you were a Prime! BUT YOU'RE NOT! YOU NEVER WILL BE!"

"There's no need to be irrational, Ultra Magnus. After all, you survived."

"Because of my principles!" He growled. "Because what I believed in was stronger than the torture my body was taking!" He released Trion and stomped some feet away. "You've always been nothing more than a power-hungry coward who hides behind lies and deceit!"

Trion remained calm and shook a finger at Magnus. "Magnus, I'm not your enemy. And frankly, I'm not here to confront you, anyway. I didn't just come with the time ripple, since I can tell you know that I lied to begin with."

If Magnus had been rabid, he would have been foaming at the mouth. His optics blazed with hatred. But he kept silent.

"I've come to collect Rodimus Prime."

The shock of Trion's statement forced Magnus to remain silent. Now he had nothing to say.

But he didn't need to. The clouds above them rolled and flitted like leaves rustling in a whirlwind. Trion's expression turned from one of arrogant piety to one of astonished horror. He flinched and took a step back. "No! The Matrix!" He searched the skies then gazed at Magnus, the shock in his face did not fade. "Where is Optimus Prime's spark?"

Magnus ignored the sky, having seen too many weird things already. But Trion's question puzzled him. "I don't know what you're talking about." He snarled.

"It's been stolen! Where is it?" Now the older Autobot turned angry. "Where is it, Magnus?!" He demanded.

"I don't know what you're talking about!"


It was the one sound Trion made before the two of them were laid flat on their faces. A hot rush of power swept over the city and a thunderous growl called out. It was followed by a cold wind and then all fell silent.

Magnus did not know how long he just laid there face down in the rubble. He didn't want to speak to Trion anymore. His hatred for the ancient ass hole refused to allow him to take a peek and see if the fool was still functional. What was all that slag about Optimus' spark missing? What was Trion trying to pull now?

A whirlwind whipped the area in the cold of morning and distantly Magnus could still hear the fighting going on, but not as loudly as the night before.

What night? Last he remembered it was morning, What happened? Where did Trion come from? What was this business about 'collecting Rodimus'?

The whirlwind increased and a familiar sound touched Magnus' audios. The city commander simply remained where he lay, too depressed to pull himself off the ground.

Springer lighted before Magnus and touched him. "Hey, Mr. City Commander, sir. You okay?"

Magnus slowly pulled himself up, his face swept into a wry little smile. Springer was a sight for weary optics! "Springer!" He greeted. Trion was nowhere to be found. That was a good thing.

He looked back at Springer, puzzled. "Where's Trion?" He asked like a child waking from a dream. All seemed unreal to him. He felt . . . and he saw . . . and he thought and . . .

The Wrecker looked as badly as Magnus felt. Scratches and dents pelted His exostructure and parts of his paneling was missing along his left shoulder. "Magnus, we gotta lift outta here now."

"Rodimus." Magnus answered with a voice so calm it amazed him.

"Let's get to the shuttle and look for him that way. If we don't leave now, the city will sink and take us with him."


Springer's whole face twisted into a demand for attention. The sight of it surprised Magnus. He'd never seen Springer so agitated before. "Those worm-things that have been crawling up from under the city have completely destabilized the foundation. Fort Max will simply fall in on itself and take us with it unless we lift off NOW!"

Reluctantly Magnus followed the wrecker a good quarter mile over debris and under two fallen road ways. The whole city, as the humans so graphically put it, was wasted. And the sight of it laid heavily on Magnus' laser core. He and Springer boarded the shuttle Iron pike and took off, using scanners and line-of-sight.

Almost an hour passed uselessly by. The city crumbled under them like substandard solder. In silence they kept looking until Brainstorm spotted a flare. They rushed to the area, holding their collective breath.

They found a Quintesson cruiser on the ground, squatting like a graceless cow. Before it two Inoux and three Quints disembarked. Springer aimed and blew the cruiser.

"Bite a hard one, Quintesson slime." He growled.

"Come on!" Magnus called. "Brainstorm, Afterburner, cover us." Magnus jumped, Springer and Arcee followed as the city rocked and tilted a hard right. Magnus attacked two Quints at once, butting their faces together then blew the face of one Quint clear off its body. The Quintesson writhed away, shrieking. The other took off, and Magnus turned to find Springer helping Kup, Arcee lifted Blaster as Brainstorm lowered the shuttle enough for her to push the communications officer on board.

But there was no sign of Rodimus.

Magnus waded through the city's life blood searching as thoroughly and quickly as he could.

No sign. No sign. Then his sensors picked up a human life form not far from where he stood. He cupped his hands several feet under life blood and drew Rusti out. She didn't move.

He turned to Arcee and Springer as the wrecker changed from chopper mode. "Rodimus can't be far from here. Keep searching. Set your scanners for a Gamma wave frequency."

The city rocked again and Magnus almost lost his balance. He reached for the shuttle and laid Rusti in Groove's hands. He himself was about to board the shuttle when the city tilted and he lost his footing, falling into the knee-deep life fluid.

Springer also fell, finding himself landing on Syntax's form. He heard Arcee scream and something weakly grabbed his arm. Springer pulled himself up and hauled Rodimus' injured form with him. He glanced about for Arcee and did not see her. He swiftly scanned Roddi for any signs of life and gaged when he found nothing. He shook Rodimus as though to bring him back to consciousness . . . The problem was, he didn't so much as feel a vibrating laser core from his leader's backside. "Rodimus!"

Arcee suddenly sprang up from the fluid, coughing and gagging, a Destroyer Class Inoux firmly attached to her left shoulder. She fired at it several times with no indication of success. Springer couldn't decide whether to leave her and take Rodimus to the shuttle, or abandon him and help her. He finally decided the latter, drawing his sword. He leapt from the fluid, mounting the creature's back.

It let go of the femme, shrieking in indignation. Springer rode it like a bull as it hissed and bucked, its spindly legs sliced and pierced the water.

And the city heaved again, forcing the floor to take another hard dive. Carcasses and debris rolled and slid under and above the fluid. Magnus caught the shuttle's landing gear with one hand and Rodimus with the other. Arcee screamed again as she slid back under the fluid. Springer also screamed as the Inoux slipped out from under him. The wrecker grasped a pipe for dear life, swiftly shoving his sword into subspace.

"Springer!" Magnus called from the Iron Pike. He and Groove managed to pull Rodimus' lifeless form into the shuttle, but Brainstorm was forced to pull the shuttle up as the city's floor heaved and tilted. "Brainstorm!" Magnus shouted above the roar, "Get me closer!"

"I can't!" Came a hasty reply. "The wind velocity is dangerously high. We're going to get hit with an energy storm if I don't get us out of here completely!"

Afterburner cussed horribly next to Brainstorm. He rigged the shuttle's controls and managed to erect a short, bow-sided force field. "Now hold it steady!" He snarled. He leapt to Magnus' side and shot a cable from the shuttle to Arcee's location. He slipped down and grabbed her, then gazed up. "Got it!" He cried.

Magnus pulled him up, relieved they were able to rescue her.

Groove shot the hook at Springer and was about to retrieve him when the Inoux leapt from out of nowhere and attached itself to Springer's back. Springer cried out and all three rescuers gasped as they heard a terrible rent in Springer's armor. Magnus fired at the Inoux, only to watch his efforts bounce harmlessly off. Afterburner spat something in Z'Taxan and jumped on the line. He gave himself enough clearance to slide, swing around it once for velocity then kick the Inoux right off Springer. He caught Springer's arm as he fell.

"You guys 'd better give me a raise for this one!" He shouted back.

Magnus shot another line into what was now a wall. The city had turned completely on its side. He slid down the line and caught Springer as Afterburner's line snapped out from the wall and he swung safely under the shuttle.

"Go!" Magnus shouted. Groove relayed the order and the Brainstorm sped (carefully) away as the city folded and blew and sank into a cavern beneath it. Three then four maggot-like worms dug their way up from the city's belly but they too died in the resulting explosions.

Groove, Pinpointer and Arcana helped Magnus and Afterburner back into the shuttle as Brainstorm flew in a wild-ass pattern.

Magnus sat on the floor, trying to catch his breath. Arcee lay nearby, her optics dark for several long moments. Then she drew a breath and slowly sat up. She met Magnus' optics.

"Status." The city commander asked softly.

"Functioning." Arcee answered. "Is Springer-"

she didn't finish. Her optics saw the wrecker as he lay in a pool of his own fluids. Groove checked him over swiftly and sent her a grim smile. "Nothing a couple of patches and something better than army energon couldn't fix, Ma'am." He informed.

Arcee nodded, then her expression changed and she looked around. "My daughter-"

"We put her under oxygen." Pinpointer reported. "I don't know what her condition is. I'm no doctor. But she's very pale, and not breathing right.'

Magnus forced himself to his feet and entered the cockpit. "What's the situation?" He asked Brainstorm.

"Lousy. We have only three working engines and one gun down. I can't seem to contact anyone around us, either."

"Get us clear of orbit, Brainstorm." Magnus ordered. "And see if you can contact anyone on Lunarbase One. It might be our only hope for a rendevous."

Miraculously enough, Brainstorm merely nodded. Arcee peeked through the door and wriggled her finger for Magnus' attention. He turned to her then left the cockpit.

"Ultra Magnus, I fear the worst for Rodimus. He isn't responding to anything. Kup is slowly coming to-"

"What about your daughter?"

An explosion popped from the backside of the ship and the whole vessel rocked like a boat. Magnus clung to a nearby consol. "Brainstorm!" He shouted into the interpersonal com, "what happened?"


Magnus growled at himself, having forgotten that a communications black out was still in effect, and apparently affected the shuttle, too. He pushed his way to the cockpit.

"Brainstorm!" He repeated as the Headmaster scurried about the controls.

"Yes!" The younger Autobot shouted back. "I'm doing my best, Magnus, but we've just lost an engine and it looks like we're about to see Earth up close and personal! But lemme see if I can reverse the situation by using our forward cannons to give us retro thrusters!"

"Give us retro thrusters?!" Magnus boomed. "We should already have them!"

Brainstorm gazed over his shoulder. "Not anymore." He answered quietly and somehow the softness of his voice sent surges down Magnus' backside.

"Damn." The Major attacked the controls and tried to pull them out of a slow descent while the 'genius' tried to rewire the controls. Electricity snapped and popped in his hands and more than once Magnus heard Brainstorm yelp in either surprise or pain from shock.

"You'd better not burn anything out, down there!" The city commander warned.

Too late. The whole navigation control center went out. Magnus clenched his fists and wished he had something to slam a fist into. But he didn't so he gave Brainstorm a dirty look.

"No, no!" Brainstorm chattered. "Don't panic. Everything's under control!"

The panel lit back up and Magnus received three warning lights on the scanner side of the panel. "Damn!"

Afterburner poked his head in through the door of the cockpit, his face set on the edge of panic. "We have an engine down, in case anybody wants to know." He reported. Brainstorm threw him a dirty look.

"Thank you for the news cast!" Magnus snarled. He tried everything he could to pull them out of the dive. But the most he could do was keep them from spinning.

Brainstorm yelped again when another shock struck him.

Afterburner frowned and left the cockpit, stripping his weaponry as he aimed for the power coils on the starboard side of the shuttle. Arcee watched him as she checked on Blaster

"Afterburner," she called. "Where are you going?"

"To play hero." Came the answer.

The femme headmaster glanced at Groove who connected Blaster to a slow energon feed and programed a reconstruction file for his repair systems. Seeing that he really didn't need her, she slipped away, following the Technobot.

"Do you need help?"

Blaam! And the ship rocked. The two Autobots slammed into a nearby partition.

"Hey!" Magnus called from the front, "We could use a gunner up here!"

Arcee gave Afterburner one final glance and dashed away. Afterburner frowned and searched for the damaged engine's connective coils. Another blast hit the ship and Afterburner swore softly. He disconnected several damaged boards and ripped out burned and sizzling wires. He stuck his head into the coil funnel of the engine and found the real problem: a section of relays had been burned to a crisp. He unlocked and pulled out the whole section, unhitching the tunnel like a 3-D jigsaw puzzle. The ship rocked a little more softly this time and several whines and blurbs emanated from the shuttles' own belly, indicating someone managed to get the front force field up again and someone else was using primary weapons.

But that won't last unless they could get altitude and leave orbit. Afterburner stripped his upper-torso armor, exposing his physical systems, cables and personal connectors. He worked as quickly and accurately as possible. One wrong connection and the ship would be blown straight into next week. In a matter of minutes, he became more aware of the ship and all its problems than anyone else on the bridge. A faulty line drive in the navigation controls prevented the ship from driving up, but the loss of one engine kept it from speeding any faster than it was. Afterburner took one deep breath and sent his own electric power and fluids into the ship, activating the damaged engine and erecting the shields to fifty percent.

Up front, Arcee grabbed the laser cannon controls and shot at a Quintesson cruiser as it zipped around them, taking as many pot shots as it could between maneuvers.

"We have power!" Brainstorm declared. "I think we can hit orbit, Magnus!"

Wordlessly, the city commander directed the shuttle straight up, twisting so as to confuse their tail-gaiter. But their follower wasn't that easy to shake. He hit them time and time again, causing the shields to collapse like a deflated balloon.

"We've lost shields!" Arcee reported. "What'll we do?"

"I'm open for suggestions!" Magnus managed to get them out of Earth's orbit and into space, dodging one damaged satellite right after another. He played 'musical chairs' with one or two to try to shake their attacker, but was unsuccessful. The Quints slammed full-powered lasers on them now, determined to write their epitaphs among the debris around Earth's orbit.

Arcee gasped as an idea hit her. She inverted all their laser frequencies and programmed the ship's lighting to polarize the windows. Her companions stared at her.

"What are you doing?" Brainstorm asked when the windshield turned dark.

"You'll see." She whispered.

Magnus ignored them, concentrating solely on the next satellite, hoping to swing around it in a loop and attack the Quint from behind as it passed under. But the Quint went around the other way, coming in for a head-on collision. It fired repeatedly and all three Autobots instinctively flinched. But nothing happened. The Quintesson ship passed right over them, coming a little too close for comfort. Magnus dove the ship to a hard right, again slipping under another damaged satellite.

Arcee undid her work then turned to Magnus. "All I need is one clear shot, Magnus."

The city commander studied her a moment and before he could say yes or no, the scanners bleeped and all three spotted their attacker as it tried to collide with them again. The shuttle's power died just for a split second before forward cannons fired and blew both the satellite in front of them and the Quintesson ship with it.

Light resulting from the explosion froze their optics momentarily, but when all cleared, a nice little path was made for the shuttle right to the moon.

"Waaahoooo!" Brainstorm shouted triumphant.

"Good work, Arcee!" Magnus praised.

"Marry me, Arcee!" Brainstorm pleaded.

"Not in your life cycle!" The femme snapped.


Rusti awoke laying on a 'flat' designed for Head/Target masters. Its unkind cold surface hurt her bruised and sore body. An oxygen mask covered her face and wires and an IV unit ran in and out of her body. All she could think of was how nice it would be to raid a refrigerator and find out what Optimus was up to. But she wasn't where she should have been. Her senses told her she was in a med bay of some sort somewhere else in the city. She most likely had pulled some stupid stunt and was in med bay and sooner or later her father/Arcee would come looking for her, giving her that parental once-over followed by a stern lecture. Then Optimus would come in, give her the same once-over and silently shake his head then Roddi would peak in, most likely laugh and move on.

The girl rolled her eyes. The worst of it would come from her mom who wouldn't let her live it down for several weeks.

Pinpointer suddenly appeared in her line of sight and she startled. "Easy, Lassie." He cooed. "We'd about lost you. Been sleeping a while. Dreaming okay?"

At first she didn't understand about the dreams but it occurred to her he was really asking about Rodimus. She opened her mouth to speak, but realized the oxygen mask prevented her from being heard. She shrugged and Pinpointer removed the mask.

"Better?" He softly asked. "Seems your little suit isn't working like it should."

Her hand touched the breastplate covering her chest. "I-" no sound. She cleared her throat. "I-I got hit." Her voice came only as a whisper. She covered her mouth, her eyes wide with surprise.

Pinpointer smiled warmly. "Shock, Lassie." He sat beside her on the flat, his eyes fell away from her for a moment. "Rodimus . . . uh, can, can you sense anything with Prime?"

She looked puzzled, wondering why he would ask such a question. Was something wrong? There had to be if someone was asking her. Yeah! As if she were the Primes' sound board or something! Her eyes diverted away a moment and she tried to pick up Sounds, background thoughts or sensations. But there came nothing.


She turned to him, puzzled. She tried again and still all she could get was a strange silence she hadn't heard in years she could scarcely remember. Always there would be something there, some sort of 'checking' between she and the two leaders, but now neither of them sent her anything back. Neither of them picked up her simple Tuggings.

What was wrong? She settled her mind down deep within herself, searching for that ground, that valley of thought that was common to the three of them. But all she could See was a land tattered by pain, grief and fear. A cold darkness hovered like thick grey fog.

The Matrix acknowledged what was happening and a horrible sense of helplessness slapped Rusti so hard that she began to cry.

Pinpointer gently shook her back to the real world, but that did nothing to ease her weak little sobs. She made no sound in her weakened condition. Her tears fell over her ears into her wet hair.

"Lassie," Pinpointer called. "What? Are they dead? What's wrong?"

She struggled to get her voice to sound out but it would not. She gasped for breath and started coughing and she coughed until it became violent and someone else rushed into the room, shouted at Pinpointer and pulled the girl to a sitting position. Rusti coughed up blue fluid, then red and all she remembered from there was a needle prick, someone shouting at her to stay awake and a hot bolt of electricity against her back.

She was breathing again, but exhaustion took over and they replaced the oxygen mask.


Pinpointer reported to Ultra Magnus. Arcee/Daniel stood nearby, her arms crossed.

"Well?" Magnus ordered.

"Uh, she's still not well enough to talk, I'm afraid, Commander. The girl is quite upset yet and when we tried to get her to say something . . . well, we had to put her back under."

Arcee shifted her position, "Why won't she talk?"

Pinpointer glanced away. "She's under a great deal of duress. My guess is she took a direct hit from one of Them, knocked the suit off line. She's also under strain from whatever's affecting Prime. Maybe. I can't be exactly sure. I just know that she'd almost drowned and that may have a hand in her exasperated state. She's a tough kid. I'll give her that much. Anyone else should 've keeled over and died. A very remarkable girl, really."

Magnus frowned and crossed his arms. "Inform me the moment she recovers. Keep working with her. If we can reach her, we might be able to help Rodimus."

Arcee stared at Magnus for a moment. A part of her was amazed at the idea. The other part was disgusted that Magnus would even suggest 'his' daughter was that strongly connected to the Autobot leader. The first part of her thought it was wonderful that someone was so close to the two Primes. The other part of him was infuriated to think that 'his' daughter was contaminated by aliens.


Magnus returned to the bridge and slipped into the navigation seat. Brainstorm was hacking away at the control panel grunting and growling at the consol.

"Well, what's the news?" The Major asked.

"Uurrgghh." Brainstorm answered.

"What's that, soldier?" He asked more directly.

"It's the ship, sir. The controls keep trying to freeze up on me. I don't know who did what, but they managed to buy us just a little bit of time. The shuttle must've taken a really bad blow before we got to her." He suddenly realized what he said and gazed at Magnus directly. "I mean, I know we were hit, that's why the shuttle's acting up, right? But I mean, whomever affected repairs must have had to cross-wire navigation and locking systems . . ." He realized Magnus was staring at him not because he was interested in what he had to say, but because Magnus was confused. Brainstorm smiled lightly. "Never mind, Commander. We'll make it to Lunarbase, but after that the ship won't fly again."

"It's better than going down with the city." Magnus replied.

A half hour later, they made it to Lunarbase. Brainstorm was never so grateful to have the weapons working as well as they were. He reduced the laser frequencies and used them to act as the retro thrusters to slow them down for landing. But to land entirely, the Headmaster actually had to cut power. It wasn't a graceful and pretty landing, but they walked away.

Magnus peeled out of the cockpit and counted heads the moment he stepped into the next room. One Autobot was missing. "Where's Afterburner?"

"Last I saw him he was heading for the damaged area." Arcee reported. She leapt over Pinpointer and headed in that direction, followed closely by Magnus. "Afterburner?" She called. "We've landed."

The two peered into the dim lighting of what was left of that section of the ship. Magnus rigged the lights with the main power panel from the cockpit. The entire area looked as though someone were playing house or military and forgot to put their toys away. Bits and pieces, or entire control blocks had been pulled out. Wiring cris-crossed like a spider's web as though every part of the ship was used to cross-wire with another. Most of the components were burned out, fried like overdone flesh. And in the middle of it all stood what was left of Afterburner. He had connected himself to the ship. His optics were burned out. His face charred almost beyond recognition. His back section smouldered. Those parts of him that weren't fried by the process, had turned dark and grey with death. His mouth hung open as though he wanted to scream and could not. Arcee turned and swiftly walked away, unable to remain.

Magnus studied the figure for a moment longer. Afterburner had been a pain in the thrusters from time to time. But he was still a Technobot. And now, Computron was no more. Magnus stood at attention for another moment longer then respectfully and sternly saluted the corpse. "Well done, soldier." He mumbled quietly.


Groove peeked round the corner, peering at Magnus between fingers. "Commander!" He called. "We got incoming. Looks like ours, Sir."

Magnus tore himself away and accompanied the smaller Autobot down the plank. Before them two ships landed several yards off, followed by two more. One ship's landing gear malfunctioned and the ship simply fell hard. Several Autobots disembarked from the third ship. They carried scanners and tools and weapons and disbursed in a timely and organized manner. Magnus watched with admiration as they split up into pairs and began to take notes on the condition of the other ships. Among them emerged Jazz, City Commander from Fort Sonix in Australia.

"Hey, Mags!" Jazz greeted as casually as ever. "Heh, I see you've come out of this alive. Where's the Rod-Man?"

"Injured and in critical condition." Magnus answered solemnly. Is that all the people that survived?"

"I was gonna ask the same o' you, Man!"

"No. I-I don't know where everyone is at the moment. We'd almost didn't make it."

A short femme came up bearing three digipads. She handed one to Jazz and had him sign the other two. Jazz glanced over the one and frowned. "Seems we gotta slavery problem on our hands." He gazed at Magnus with his visor, his expression a bit cold and detached. "How many o' your people didja see git carried off?"

Magnus looked a bit surprised. "None. What are you talking about?"

"Say what? You mean no big black robo-boogy monsters came swooping down 'nd just carried people off the ground?"

Magnus just stared. "No. But a part of Fortress Maximus sunk. I don't think we'll ever be able to recover him."

Jazz fell quiet, simply gazing at Magnus then his optics fell to the dirty ground. "I-hey, sorry, Man. I-I'll send a search party out for the rest of your buds. Looks like yer ship is headin' fer shuttle heaven. Wanna ride?"


It was the tiniest of touches. The softest of whispers. But he picked up on it.

Rodimus, the whole planet is gonna blow! Rodimus! Leave it! There's nothing you can do! Rodimus! Rodimus!

He failed to find them a new home. He failed to save Cybertron. The Matrix was all that remained of a once great people. Then it too burned out.

Sentinel. Caprinicus. Alpha. Optimus. Himself. Not one of them knew what the future held. Not one of them knew how the future would reveal itself in seven thousand tons of metal alloys and a soul of pure greed. But in six days it was over. Unicron had devoured Cybertron. The Matrix went dark.

And only five Decepticons and thirteen half-starved Autobots survived.

And the tiniest of touches, the softest of whispers called his name and he responded by traveling back to another plane of reality. He came back, responding to the voice of a little girl.

His optics activated and met the ceiling of a small dark room. A shape moved beside him and he stretched with his sensors.

Ultra Magnus.

Rodimus smiled inside. He hurt from topside to bottom.

"Rodimus?" Magnus called softly.

"Hey, Mags." Rodimus answered carefully. "Sorry, I really can't talk at the moment. It hurts to live."

"But you're talking. It means you're going to be okay." Magnus almost sounded excited. To his commander, it sounded like music. But he hurt too much to even smile outwardly.

Rodimus had to call up some measure of strength from someplace just to get a whiff of news. "How's things . . . Magnus?" He whispered.

The city commander scowled and sighed tiredly. "Bad. We barely escaped with you. We've lost Afterburner and our own shuttle. I don't know how many of our forces were wiped out in the battle. Jazz reports he's had people kidnaped by the aliens. But he's brought four shuttles with him and they're rounding our people from Maximus right now."

Rodimus was very quiet for a long moment. Ultra Magnus figured it best to leave Rodimus alone to rest for now and try to talk to him later. He almost stood and left when the Autobot leader stirred. "Sorry . . . Mags. Looks . . . you're gonna hafta to sit . . . this one for me." He forced his optics on and tried to lay a hand on his friend, but his hand slipped and fell over his thorax.

Cold seized Magnus' chest and he tried to swallow his fear. "You-we almost lost you, Rodimus. I thought . . . I didn't want to . . . erm . . ."

"'s okay, Mags." Rodimus' optics faded again. "Look-it. Uhm, think a good place f' us isss Centaruss . . . Mags."

Magnus nodded. "Centarus. We can jump there from Gate 09-A. But, I thought they didn't like visitors."

Rodimus did not answer. His dark optics did not stir. Magnus sighed heavily. It was all up to he and Jazz now. He studied Rodimus' dead-still form on the flat. Roddi had lost some of his color and he felt cold to the touch. Groove tried to set a patch over the wound in his thorax where the vibro-spear had ripped though circuitry and components. It would be days before Rodimus would be able to do anything at all.

Magnus stood and suddenly had a feeling of deja vu. He had been here, right here, not just once, but once and once again.

What? But how could that be? Twice? No way! A feeling of dread crept over him and he thought he knew what was to happen next; a femme in black and blue-violet would step in and inquire about Rodimus' condition.

Magnus knew what he was going to have to tell her that Rodimus' time was up and it would be any moment now and she would lose him. And the femme would rush to Roddi's side and weep, begging him not to leave her, that he had so many things to tell her about his world . . .

But it didn't happen.

The damaged shuttle rocked softly. The city commander dashed out and called his weapon from subspace as two alien ships streaked right for him.

Springer suddenly leapt beside him, nearly startling the Major. "Sorry, there, Mags." The Wrecker nearly sang. "Seems we're earning our pay today!"

"I thought . . ." Magnus couldn't finish his line before two Destroyer Class Inoux landed from the ships. They moved in a spider-like gait and fired at the ship in a constant barrage.

"We have to get our wounded out of here!" Magnus ran back into the shuttle, Springer shadowed his steps. The wrecker dashed from room to room in the shuttle and found Pinpointer and Rusti in a small sealed room. Pinpointer had just donned on his helmet when Springer entered.

"We gotta boogy." Springer pointed outside. Guess they can't get enough of our charm."

"We really shouldn't move her." Pinpointer answered calmly.

"Don't have much choice."

Arcee entered, looking worn and frightened. "I talked with Jazz and he said we'll be sharing shuttles with him. We have to move now because there are no shields on the Iron Pike."

The ship softly rocked under their feet and Arcana moved swiftly to exchange Rusti's oxygen to a portable unit. Pinpointer called his weapon from subspace while the two Autobots concerned themselves with Rodimus.

Brainstorm and a worn-out Kup and Blaster joined them as back up and the five and their wounded left the shuttle and tried to make a run for it as one Destroyer Class stamped its way toward the craft. Pinpointer who ran behind Arcanna dared a glance back to the shuttle and watched as the Inoux tore through it as though it were made of paper. The silence of space gave the whole scene an eerie dream-like affect. An explosion which should have been heard only presented a pretty light show. And the Inoux lifted its head and opened a horrifying mouth full of long vertical razor teeth. If the creature screamed, Pinpointer heard no sound. The creature crunched into the Iron Pike and once again, no sound came.

"Here!" Shouted a voice over the interpersonal comlines. Pinpointer turned back and saw a femme waving them down. The shuttle she stood before still had its shields up. Springer and Brainstorm arrived first shadowed by a silent Kup and Blaster. Arcee followed, tailed by the two humanoids.

A light flashed behind them and Arcana glanced over his shoulder. An Inoux ship just tried to fire on them without success. Rusti stirred in his arms and he held her closer. "There now, Lass." He called softly through the flexi-metal face of his helmet. "Don'tcha move too much."


Delta landed hard next to Magnus and the two fired at the first of the two Destroyer class while high above two Autobots busied with the alien ships. Magnus finally ended their fight with a straight weapon-draining blow to the creature's neck. The alien opened its mouth and blew apart. The silence of it sent surges down the Major's back. There had been so much noise the last two days' fighting that hearing no battle sounds at all seemed very out of place.

A powerful burst of light radiated from above and the two Autobots gazed upward and found one of the alien ships had been blown to pieces. Better yet, three Autobot shuttles were about to land. The lead shuttle had the English flag painted on the side and relief rushed through the Major as though he had fallen in water.

"It's Titanium!" He said to Delta.

She did not answer, but put her weapon away and watched as the three shuttles landed. Not far away two other shuttles landed and from those the Dinobots disembarked. Those were Magnus' own people.

It lighted next to Magnus' ship. The shuttle plank dropped and out pranced Targetmasters Checker, Eclipse and Tectonic, from England. Behind them strode Mirror and Spellbound, the twins. Physix, a heavy-artillery tank, emerged in a slow powerful stride and behind him came Titanium, City Commander of Fortress Sagittarius. Titanium strolled down the plank in slow careful steps. He was about as heavy as Physix and a little taller than Magnus himself.

The English Autobot City Commander was well known for his meticulous attention to detail. It was his plans that built Fortress Sagittarius, Zenith and Horizon. Titanium had the reputation of 'city killer'. a title he earned after single-handedly obliterating a Decepticon fortress on Cybertron long before the New Golden Age.

The tall triple-changer City Commander approached Magnus. "We have three more incoming. Two damaged shuttles carrying a crew of twenty-five each." he reported. "We brought some medical equipment. Not much, 'fraid, Commander."

"Have you heard anything from New York?" Magnus failed to suppress the desperation in his voice.

"Lost communications." Titanium eyed the Autobot commander with respect. "We-I-had a link with Tracks. He was giving me a sorry story 'bout his bloody paint job and then nothing. Ordered Mirror over there ta reestablish the comm, but nothing. That's when we gotten the sonic sounds."

"Sonic sounds?" Delta repeated.

Titanium tilted his chin down, his optics hard on her, "The kind that you get when a phase bomb goes off." Titanium waited for an answer but Magnus remained silent until Jazz joined them.

"Heya there, Tite!"

Titanium gave him a dry smile. "Have ya' heard from Prime?"

"No. Nothing from Mars at all. We fear Mars is in as bad if not worse a predicament. Rodimus is badly injured and we're down by one shuttle. I don't know how many of us managed to escape. We should take count of what assets we have; weapons, energon."

Titanium nodded. "It seems our best bet is getting outside the solar system."

As he spoke, three, four and five ships came into view.

"Yo, Magnus!" Blaster happily called from atop another shuttle, "It's Convoy from Fort Horizon." Blaster paused as he listened and gave a chuckle. "She wants ta' know if it's safe ta' land."

Magnus shook his head. "Tell her to land just behind us, Blaster. If she has wounded . . . " Magnus glanced at Titanium. " . . .tell her to send them to the other shuttle for repairs."

Titanium glanced from Jazz to Magnus and back. "You know, if we're to work together, we must organize our present structures. Magnus, I see you have the manpower, but Convoy has the firepower and Gryphon, when she gets here, has the force field net they recently installed in their ships. We may not be a great army, but carefully planned, we'd have a better chance against the Quints and their allies."

"Sounds good to me." Jazz perked. "But uhh . . . jes' how d' you plan ta move this whole fleet? Some communications r' still down."

Jazz never got his answer. Mirror dashed up: "Sir, we got incoming and it doesn't look pretty!"



"Can you, Resonna Witwicky, hold your own life for thirty seconds?" The question came from Cordovos, an ambassador from the Greater Quintesson Continuum. He stood not much taller than she and was allowed to ask her a simple question-as long as Rodimus was allowed to be in the same room. The four-armed ambassador stared at her with lizard like eyes and an up turned nose. He acted as stuffy as he looked, more so, actually than the girl's school principal.

<<The guy's a prig.>> Rodimus sent to her. Rusti smiled at the silent crass remark.

"I don't know." She replied in equally stuffy tones. "Can you yank yourself through a keyhole?"

The ambassador glared at her and harumphed. "Incorrigible child." He turned to leave.

"Oversized pinhead." She shot right back.

He glanced back over his shoulder. "Maladjusted flesh creature."

"Circuit glitch mouse impregnated with rust mites."

Rodimus snorted, trying not to laugh. "Rusti, that's a little below the pipes there, girl." He shook his head. "I'm sorry, Ambassador. I should have warned you about our little ten year-old terror. She picks up on things rather quickly-"

"Seems to me Rodimus Prime she's a bit out of hand!" Cordovos spat.

Rusti suddenly realized she had played the 'grown up' game all wrong. She wasn't supposed to insult the ambassador, just answer his question. He wanted to know if she could hold her own life for thirty seconds. What the hell did that mean?

Thirty seconds.

Thirty seconds.

In thirty seconds she kissed something. She touched a power indescribable in human terms. Ashamed, she sputtered into tears. Oh, but she would embrace that! She would hold it and keep it always in her heart!

Hold her own life? Maybe she was over-thinking the question. Her own life.

But it wasn't . . . hers . . .was it . . .?


The Matrix corridor stood cold and dark. A few lights gave her enough indication as to where the walls were, but not much else. She'd been here before, she felt it. She touched a wall. Cold hard metal. But something inside her said it was more than metal. It was alive. Yes, alive, feeling, breathing . . . thinking. What she stood in was a living . . . thing. She moved forward in the dark hall, not really afraid. She didn't know why she wasn't afraid, she just wasn't. The walls around her began to whisper in a language she really couldn't quite grasp. Not that she hadn't heard it before; Rusti was of the few humans who could speak Autobot. Part of the wall protruded, an extension like a skeleton arm stretched out. Whirrs and clicks filled the silence like a mechanical song.

Well, mechanical and not. She approached and dared a touch, just enough to feel its surface. It wasn't Earth metal; but a network of braided elements entwined with sensors and receptors. Nor was it really that cold to the touch; not much colder than human skin on a breezy spring afternoon. The arm opened, panels slid up and back revealing a visor optical sensor; the type Jazz had.

It stared at her in the fashion of study. Nothing really menacing; but a stare that would unnerve most people because now and again the light glaring from the optic would dim and Rusti could just hear the tiniest of sounds as the optic sensor adjusted its focus, perhaps to see her at a closer view.

"My name is Rusti." She told it, though the girl didn't know why. Beside her the wall stretched out into a face; the flex-metal pressed against itself as though imprisoned and tried to break free. The face did look a little familiar, but the girl could not recollect from where.

Rusti opened her eyes. Soft neon lights greeted her. A cold hard surface pushed itself against her sore body and she wondered why they laid her on a flat instead of a bed.

The dummies! She wasn't made of metal! What was wrong with them! No. Wait. This wasn't the infirmary. The light wasn't right for Dr. Cynar's office, either. She had no idea where she was or how she got here. And Rusti felt as though someone had smeared her too thinly over a hot sidewalk. She gazed right and spotted three other humans; one sitting up, the other two lying down, one of which was Dr. Cynar.

Captain Cyrillus appeared and placed a flat black piece of rubber across Rusti's forehead. At first the girl thought about going back to sleep but then she suddenly remembered something she'd been dying to ask for a long time. Weakly she lifted her right arm but found it too painful. Funny, she didn't think she broke it. She tried her left arm with better success. She managed to peel off her oxygen mask while Cyrillus had his back turned. She drew in cold metallic air and the shock of it made her lungs hurt. She wanted to ask the whole sentence and get as much information as possible. But all that came from her little squeaky voice was "Roddi?"

Cyrillus swung around in surprise and his face lit up with relief. "Well! So good of you to join us, Miss Witwicky!" He nearly sang. "You had us concerned. Rodimus? Uhhhmm, we think he'll live. But he's banged up pretty badly. Many of us are."

She could only nod by blinking slowly. "Opti . . . mus?"

Cyrillus pursed his lips, his eyes diverting from her for a moment; he gave it all away in his expression. "We don't know. There's still no word from Mars, Lass."

Tears welled up inside her. She knew it. Something had gone horribly wrong. Horribly wrong.

Before the Autobots could scramble for action, the Automation went up in a silent explosion. The Autobots dashed in seventeen different directions, trying desperately to fortify their position. But the enemy kept coming in like a well-choreographed dance. First the fliers swung in, dropped a string of bombs then the Destroyers approached with the soundless stomping of their pencil-pointed legs.

Inside the Runka, Rusti could feel the vibrations as the shuttle rocked and shuddered from nearby impacts and all attempted attacks on the Runka bounced harmlessly off the ship's shields. It was so noisy! Gawd, it was noisy!

Although, in reality, Rusti heard nothing at all. But she sensed and felt everything.

She opened her eyes, deciding she simply could not sleep under those conditions, and tried to sit up. The oxygen mask kept her from moving further than four inches off the flat. Frustrated, she tried to pry it off, only to find a pair of stupid nose tubes connected to her insides. She inwardly growled as the shuttled softly rocked again, causing her to momentarily loose her balance. She forced herself up, having to bend way over, and proceeded to pull the oxygen mask off. It refused and she realized it came with the nose tubes. She undid the lock collar around her head and tried to pull the tubes out. They wouldn't come without pain.

Dammit, they were coming out whether they wanted to or not! Nothing belonged in her body! She tried again and gaged. She could feel the damn things nestling in the back of her throat. Rusti pulled herself up on her knees on the flat for better leverage and silently counted to three and yanked.

The tubes scratched the back of her throat and she gaged as she felt the damn things snake through her upper sinus cavity and out her nose. She gaged and finally vomited a vile mix of blue fluid and blood. She coughed and up came more of the same nasty combination. Reaching for a nearby towel, she wiped herself off and tried to clean up the mess as best she could.

It was just nasty.

She helped herself to a little water and tried to take several deep breaths to control her shaking body. While she tried to get her bearings, Rusti glanced at her surroundings. She still had the exosuit on-now it served as her only means of clothing. There were now five other people on flats and two on the floor. Three of them were Head/Targetmasters. The rest were EDC members.

The shuttle rocked again and Rusti laid her hand over her chest as though to keep her heart from leaving her body. She still could not stop shaking. She found the door and pressed an ear to it, to see if the doctors, or whomever else was playing doctor, had set a guard.

No sound. She waved a hand in front of the panel and the door opened into an empty main section of the shuttle. No one at the helm, either. Outside, light flashed and died and peering through the windshield, Rusti spotted the Dinobots fighting two Inoux Destroyer Class.

Where was Roddi in all this? Was he on the same shuttle as she? She folded her rubbery arms and padded about the main section for a moment before deciding they set him elsewhere on the shuttle. Oh, he was here, to be certain. She could sense him anywhere. Rusti glanced at the shuttle entrance, relieved to find the doors closed and locked. She glanced left and padded to the storage room.

Something hard grabbed her left arm and the girl opened her mouth to scream. Nothing except a weak 'oww!' came from her sore throat. She turned and faced Pinpointer in his suit and helmet. He shook his head and index finger at the same time.

"You should be lying down, young lady. Not walking about."

She looked a little cross and pulled away from him. "Want to see Roddi." She whined. Her voice cracked, but she refused to be embarrassed by it.

"You are in no condition-"

The bay door opened, interrupting Pinpointer. Arcee, Kup, Diox and Brainstorm rushed in.

"Where's Jazz?" Arcee called as she did a brief check on the weapons panel.

"Riding with Tite, I guess. He didn't want to travel with a bunch of old fogies like Magnus." Springer leapt into the navigation chair and Brainstorm calmly sat at helm. Ultra Magnus came stomping in a moment later and Rusti quickly disappeared into the storage area. She slid the door closed behind her as Magnus ordered lift off. She found a snug spot between an antigrav flat and a corner. She paid no attention to the weapons and energon supplies around her. Nor did she notice the life support system lining in and out of the floating flatbed.

The shuttle shuddered around her and the girl pulled her body close, knowing she should be sitting in a chair with safety harnesses on. She really didn't care. The ship roared and in a moment, G-forces pinned her tightly to the wall. She grasped the power crevices between panels and walls and held on for dear life as the ship shot into space. A moment later, the main thrusters cut off and the shuttle advanced under regular power. Rusti stood, feeling tired, dirty and very hungry. Yanking the tubes out had scratched her throat and she wondered if she could eat anything solid, anyway.

Maybe there was nothing edible for humans on board.

Rusti finally took count of the energon and weapons stock. Several bins of rifle e-clips and batteries were accompanied by six large plasma rocket launchers and eight air-to-air missiles.

A strong soft luminance drove out the storage room's little light and the girl looked to the flatbed upon which Rodimus lay. A soft glowing shape hovered above him and quiet hues of blues, purples and greens sparked now and again in the energy field.

It looked at her without a face and Rusti read sadness there. She shared its grief and turned away, silently crying. All the children were in danger and helplessness filled her to the point of despair. A part of her was dying and . . . and she could not stop it.

Rusti stood before the flatbed and stared at the Matrix energy-being floating ethereal above Rodimus. <<There has to be strength somewhere.>> she projected. <<Even if it's raw energy.>>

Nothing but the sadness answered her. The Matrix was too weak to save Rodimus' life.

The door opened and Magnus and Arcee stepped in. Arcee pointed a scanner at Rodimus and read the results. She solemnly shook her head. "Not good, Magnus. He has three main lines damaged and . . . Resonna, what are you doing here, young lady?"

It hurt to talk and shying away was the wrong thing to do. Pinpointer stomped in and took her hand again. Rusti slipped out of his grip and received an ugly admonishing expression from him.

"I want to stay with Roddi. Something's wrong." Well, that's what she tried to say. What actually came out was: "Want stay Roddi. Wrong."

Arcee set her fists on her hip plates and a parental look of displeasure crossed her metal face. It was Daniel who scowled, actually. The moment distracted her from seeing Magnus kindly kneel beside her.

"You can't help him, Rusti." The city commander said softly. "You're better off just getting rest."

Rusti flinched when the light of the Matrix settled over Ultra Magnus. She backed up against the wall and watched in awe as the Matrix gleaned a small blue orb from Magnus' body.

"What?" Magnus asked. "What's wrong?"

She covered her mouth, surprised he didn't know what was going on.

"Resonna!" Daniel leapt off Arcee's body and transformed into his exosuit. He marched up to her. "You heard what Magnus said. Go back to bed!"

She unintentionally ignored her father as the Matrix carried the light blue orb from Magnus to Rodimus. Relief assailed the girl, well, it was the Matrix that was projecting, actually. Rusti watched as the cloud of light blanketed Rodimus almost lovingly and sank into his body.

It was the last straw for Daniel, however. He gripped his daughter's hand and dragged her out of the room. Rusti kept glancing over her shoulder back toward Rodimus and just heard Arcee, now in automobile mode exclaim that her scanners showed the lines had rectified themselves.

She sounds so surprised, Rusti thought. As if it were a miracle of some kind! Daniel forced his daughter up against a wall and instantly had her undivided attention.

"I've had enough with you already, young lady!" He spat through the helmet. The face plates moved with his own muscles, giving him an eerie, non-human look. "Now you do what you're told, or I'm going to land right in the middle of you!"

She silently stared at him, unable to say anything. His empty threats meant nothing to her anymore. Besides, once Roddi was up and functional, there would be no way he could touch her. She was tired anyway and relieved that Roddi was going to be okay. She wordlessly turned from her father and returned to the med bay.


Magnus sat motionless in the storage room for four hours pouring over endless reports. Each digipad he browsed spelled worse news than the last-except the weapons report. They successfully made it off the moon with minimal casualties and fewer injuries. But as a force, they were down by two shuttles. That wasn't so good. Their survivor numbers weren't so good either; all of a hundred and thirteen refugees out of about 2400 Autobots world-wide. That didn't include Mars which had a growing population of three hundred.

Magnus tapped the bottom of his lower lip component with the current digipad. Where was Optimus in all this? No sound from Mars. Even Rusti didn't know and if the girl couldn't tell them what might be going on, the situation could be grim indeed. Optimus had always been so careful with the lives of his people. If there had been any possibility of contacting Earth, he would have found a way.

Rodimus softly groaned from the flatbed and stirred. Magnus' head shot up, his large square optics watched every movement the Autobot leader made, hoping it was not just a momentary attempt to come back to life.

It wasn't. Rodimus tried to sit up and although he failed, he still turned his head and met Magnus optic to optic. "What hit me more than once and refused to pay worker's comp?"

Magnus stood and approached the flat. "Good to see you actually alive and asking questions, Rodimus." He welcomed. "I don't know how you survived, but it's good that you have."

"What?" Magnus was talking too fast for him. All Rodimus was able to pick up was 'good' and 'survived'.

The city commander smiled wryly and laid a hand on Roddi's right shoulder. "Everything's alright. We've escaped Earth entirely."

It took another moment for him to piece it all together but Rodimus finally realized what Mags was saying. "Oh, gawd. Rusti. I - I fell and she was screaming and . . ."

"And she's alright."

The words very suddenly eased Rodimus' fears and he calmed. "I don't remember anything, Mags. Me and Springer went into the city and I talked with those weird aliens and I just don't recall anything now. How many of us escaped?"

"Not many, Rodimus."


"No word."

Fear and pain creased the Autobot leader's face plates and Rodimus had to look away. He laid his hand alongside his head until it fell back down as though made of lead. "Gawd, he'd better not leave us again, Magnus."

"Lack of communication is never good or bad, Rodimus. It just means there is no communication."

Rodimus slowly sat up and stared at Magnus as though the city commander had lost his mind. "I'm . . ." He shook his head. "I'm in no condition to argue with you."

Magnus looked pleasantly surprised. "Good. Then, you'll be glad to know we're on our way to star gate 09-A."


"It seems the closest place for refuge at the moment. We're short two shuttles, low on supplies and four shuttles need repairs. We also have little to no food. As you know, the Target and Headmasters require a great deal of it."

Rodimus frowned. "Yeah. I know. Centaurus is as good a place as any, Magnus. Good work. Who's all with us, anyway?"

Magnus paced the room once. "Jazz, some of his people. Gryphon, Convoy, Titanium."

Roddi expected to hear Trax's name and looked puzzled when he didn't. "New York?"

"No." Magnus replied heavily. "Word is New Jersey was bombed. Blown to the Pit."

The news struck a bad note in Rodimus and he just sat there, stunned. "My gawd, Mags. Do you know what that means?"

Magnus nodded. "It means they knew where to hit us. It means they must have had this planned in stages, and well-timed. Somehow, they had gotten inside information. And, most likely, Rodimus, they must have ordered your execution. We almost lost you. I still don't know how you're surviving with damaged line conduits."

"How did they get information about New York, Magnus?" Rodimus asked softly. "How did they find out about our bases, how did they plant those worms under the city? How did they get that information?" He gazed at Magnus and suddenly felt both very much out of place and very much in a place he did not want to be. Too much! All of it was costing too much! Not just in property or lives, but in anguish.

Rodimus pulled himself off the flat and tried to walk a little. It was very little too because he nearly fell in the attempt. He waved Magnus off when the city commander sprang to help. Prime wanted to do it under his own power. He needed to pace, he needed to stand and think.

"Twenty-five years of fighting the Quints and five years ago they suddenly called for a cease-fire. Then they ask for a treaty to which Prime and I both thought they were very serious. Then they kidnap Optimus and Cody Greydon and the space station comes to life and . . . several months later they make a full-scale assault."

Rodimus returned to the flat, his energy levels were far lower than he thought, but the walking helped to ease his distress. "Magnus, what would they want with a high school student?"

"Perhaps the same thing they took from all those other creatures you found in that room on the space station."

Rodimus stared at Magnus, recalling the room where the Quints had stored the carcasses of every sentient creature in the known galaxy. Some of those bodies had been hung up like slabs of meat waiting to be sliced and devoured.

Rodimus shuddered at the idea of eating another creature.

He ruefully smiled at Magnus. "How's everyone?"

Ultra Magnus was grateful for the change in subject. Then his shoulder struts fell just like a child who didn't get what he wanted most for Christmas. "Fort Max is gone." He sighed heavily. "There's nothing left."

It was his city. Not just another piece of architecture or fancy real estate, but his city. And it was gone. Rodimus tried to smile encouragingly but knew it would not matter what he'd do or say. "I'm sorry, Big Guy." He answered quietly.

Magnus shot him a surprised look. It was seldom Rodimus would call him that. Very seldom and always spoken with respect. Roddi had changed a great deal over the years. He had suffered so much to begin with only to be yanked and pulled by life's little surprises. There were too many wounds that burdened the Autobot leader. Not the least of which were the sins he committed while under the influence of the Matrix virus. And, Primus, what a terrible thing that must be to bear! How deep those scars must run! Not just the mind games he played with Optimus, but the people he maimed and tortured; the humans who suffered horribly at his hands! It had cast a dark shadow over the two Primes and everything regarding those events were locked under the tightest of security files.

Sometimes Magnus dared wonder who really paid the highest price.

Rodimus sighed loudly and slipped off the flat again. "Well, I guess I'd better get out there and see what's going on."

"Rodimus, you should rest." Magnus admonished.

The Autobot leader stopped for a moment then turned to his friend. "You're starting to sound like me, Mags. Better stop, or I'll become another Optimus." He grinned when Magnus threw his hands in the air and swung away, insulted.

Rodimus entered the shuttle's mid-section and glanced about. He smiled a greeting at a recovered Kup, a sleepy Diox and Groove and wiggled his fingers hello at Arcee who gaped the most. "I found a can of spinach in the storage room." He joked, pointing a thumb to the storage room behind him.

Kup and Diox exchanged looks and shook their heads.

"Springer?" He turned to the wrecker pilot.

Springer had to do a double-glance before accepting he wasn't seeing a ghost. He flipped a couple of switches on the board, giving everyone a clear view of what was ahead. "The star gate's open and clear."

"Good. Brainstorm, patch me in to fleet-wide com."

The Headmaster silently complied and gave a thumb's-up. "Commander, I have an idea-"

"Later." Rodimus brushed. "Autobots, this is Prime. We're heading for gate 09-A, straight for the Centaurus System. Once there, this shuttle will land first. Everyone else is to remain out of the orbit of any planet. Keep in touch and hang on to your servos."

Brainstorm turned, "Perceptor says the Centurions will most likely not welcome us."

Rodimus glared at the temporary communications officer. "Tell Perceptor he doesn't know everything and keep that channel clear."

Warp Gate 09-A stood a good distance beyond Venus. Nestled between Venus and the star gate stood the EDC space platform originally designed by Grapple years before his death. Once it was used for target practice by Galvatron but humans, being a diligent, stubborn race, rebuilt the platform and called it Phoenix. Here, however, as the Autobots crossed its path, they found the platform empty. Several lights were missing, broken by an all-too-apparent battle.

Rodimus silently stared at the sadly eerie sight. Then he realized the platform was misshapen, as though distorted by some impossible means. He leaned against the consol for a closer view. "What in the nine hells of . . . Brainstorm, scan the area."

Silently, the Autobot officer complied and they waited. Springer eased the shuttle around the platform and Rodimus found himself growing sicker the more he saw. Huge gaping holes yawned from the sides of the platform. Debris and body fragments floated like little leaves in the windlessness of space. The worst sight was a huge octopi-like creature laying over the top of the platform. Its tentacles wrapped about the station as though it were its very own toy. But the creature itself lay dark, fried solid to the top of the platform. Rodimus figured the crew electrified the creature.

"Sir?" Brainstorm called, "No life forms. A great deal of genetic material, though. It's all very puzzling I mean--hey, I'm getting Matrix energy readings here! You don't think the monster's 'r all--"

"Can you down load any logs or reports?" Rodimus intervened.

"Uh, yeah. C'n do that. Though, I thought about the manifest and wondered why two Autobots had not--"

"Brainstorm, the logs?"

The Autobot complied and worked quickly, trying to create a line between the shuttle's computer and the platform's. "Oh, uh, sir, got incoming from Commander Titanium."

"Patch in."

"Rodimus?" the larger Autobot greeted. "Did you get a look at the creature on top?"

"Yeah." Roddi confirmed. "But I'm more interested in why we didn't get a distress signal."

"I'd like permission to send someone down there for a closer look."

"Good idea." The Autobot leader agreed. "And send a back-up. I've got a real ugly feeling about this."

Titanium sent in Perceptor and Sideswipe with Streetwise as backup. The three Autobots docked onto the outer edge of the great gaping hole on the colder, port side of the platform and Sideswipe entered first. The red Autobot stepped through, weapon held tightly, set to kill. He scanned the left area first, sweeping the immediate room with all scanners. He triple-checked the vicinity before even considering allowing his two charges in.

From their shuttle just above Tite's, Rodimus watched and wondered why Sideswipe was taking so long. He reached over Brainstorm and patched a com to the over-cautious Sideswipe. "Hey, Sides, don't take this too seriously. If you think it isn't safe--"

"Just makin' sure, boss." the Autobot replied. "Don't want any of us t' end up like toasters, y'know."

Roddi straightened his weary frame and sighed without an answer. He shook his head.

Sideswipe advanced, a cyberlight floated in just behind him. Perceptor tagged, but not closely enough. Streetwise covered the entrance, scanning in opposite directions Sideswipe swept through.

Perceptor moaned inwardly. How was he supposed to work with these two nervous wrecks standing around him? He activated another cyberlight and made his way right, as his scanner indicated a source of energy. "Prime," he called Rodimus, "I am receiving irregular energy waves. I'm not certain what variety until I attain a closer examination."

"Good, Perceptor," Roddi answered, "Proceed with caution."

The dark ruins of the platform gave each explorer the surges. Tools and various equipment and weapons floated freely about the station. Damaged controls stood like mercilessly gutted animals. Half a humanoid body lay on one consol, frozen blood glued what was left of him to the machine.

Then Streetwise found a tentacle and handed it to the Autobot scientist.

"Sideswipe has confirmed our hypotheses, Rodimus. We found a Quintesson tentacle. But it is not the source of energy I'm still detecting." He proceeded down a cold dark corridor. Here many more broken and tattered bodies floated in the weightlessness of space. Sideswipe reported the count and type of each victim as the trio made their way down the hall. They took a right according to the directions of Perceptor's scanner and slowly found their way back towards the main entrance, but a whole room over.

Prior to arriving at the Platform, Rusti had returned to the med-bay. Targetmaster Lockdown greeted her with a sullen expression. He was one of only two humanoids who weren't seriously injured. Cynar was the other. But Cynar was still asleep. Rusti crawled back onto the cold surface of a flatbed meant for Micromasters, Target/Headmasters or whatever other subspecies of Transformer would rise from some unforseen event. She had fallen asleep from sheer boredom and would not have awakened had something not Tugged at her subconscious. The signal was familiar, and not familiar. It was disgusting and filthy and murderous. It fattened itself on blood and fear. And somehow, some way, it Knew.

Rusti tried to voice Rodimus' name, but nothing came to her lips. Someone else turned to her and spoke her name, though it was not with a voice. Osund . . . wait a minute, something was wrong. Something wasn't right here. What was it? What was . . she was still asleep, floating between two worlds. The girl drew a deep breath and concentrated on talking to Roddi.

<<They're not alone there.>> she sent.

Again she could grasp something being said, but not by words. She repeated the message and fell more deeply asleep.


Rodimus patched in, "Okay, Sideswipe, bring your team out. I think we've seen enough."

"Uh, boss . . . no can do."

Sideswipe, Streetwise and Perceptor stood face to face with a huge spider-like quadruped. It loomed over them like some guardian from the gates of Torments. It hissed once, its abdomen shrank and swelled, giving the Autobots the suspicion the creature lived on more than blood and air.

Perceptor's scanner bleeped repeatedly until he discovered the source of disturbance: a remote caller. "We must attain that remote caller." he advised his companions. "I believe we could manipulate its frequencies straight to the Centaurus System without having to utilize the gates; which would still prohibit our aimed destination for at least a week."

The quadruped spider took a step toward Sideswipe and he raised the power on his weapon. "Explain that to Tall Dark and Ugly."

Streetwise glanced all around the area, keeping careful contact with his friends while he searched for anything to give them an advantage. He overheard Prime's orders to retreat and Sideswipe explaining if they moved, they'd be pounced on. That was when Streetwise noted the decompression chamber not far away.

"Sides! The decomp chamber! We c'n lure your girlfriend in there!"

"She's not MY date!" Sideswipe retorted. "Sheesh. Whatever happened to good taste in make-up and clothes? Commander," he spoke to Prime, "We've got an idea that might work. Give us another . . ." he thought briefly, "seven minutes."

Rodimus' optics narrowed with loss of patience. "Six." he growled. He suppressed sending a glare to a sniggering Springer.

With a hiss, the spider-thing charged Perceptor. But Sideswipe fired at the monster, gaining its attention. He fired again and again until it leapt for him. He cringed as a long thin leg pierced the floor right next to him. The Autobot transformed to car mode and sped as far away as he could considering the lack of space for maneuvering. His tactics worked until the monster caught up and pounced on him like a cat. He groaned under the weight caused by the artificial gravity, fearing the weight would damage his struts.

Streetwise came up from behind and fired at the monster's backside, gaining little advantage. However, the monster seemed determined to sit on Sideswipe like a hen on a nest.

The platform's lights suddenly shot on, blinding both Autobot and monster alike. The monster freaked and partially lifted its weight just enough for Sideswipe to screech out from underneath. He transformed, jumped to his feet and delivered the hardest pile-drive punch he could muster. The spider's head bobbed with impact, enraging the beast all the more. Streetwise fired at it, hoping to direct its attention elsewhere.

"I don't think that'll do you any good, buddy!" Sideswipe shouted. I seem to be its new love-affair!"

A cable-thin leg fell through the air and Sideswipe leapt into the air with a somersault. He rolled head-over-heels along the ground toward Streetwise and the spider followed their movements. The Autobots dodged an assault and the two dashed for the decomp chamber.

Streetwise activated the unit. "Hey, how are we supposed to lure the thing in there?"

"Me, of course!" Sideswipe replied all too easily.

Streetwise stared at his comrade. "Sides . . ."

"Hey!" the other Autobot retorted. "I have no intention of dying today, got it?"

"Yeah . . ."

"You man the controls, I'll take care of my 'date'."

The spider attacked just as Sideswipe finished his sentence. This time, the Autobot was ready and just as the creature attacked, Sideswipe gave it a jump-kick in an eye. The monster shrieked and without losing time or balance, Sideswipe fired a blow to another eye. Blood and fluids spilled and the monster clawed at its eye and the Autobot at the same time. It inched for him and he drew back a little until he was in the chamber.

The spider hesitated. Its other six eyes darted to and fro as though it knew what was happening.

"Come on, Stupid!" Sideswipe snarled. He dashed for it and gave it another hard punch, grabbing it by the pincers and yanked and tugged until it tried to bite him. He kicked it under the mouth, then kicked it in the mouth.

That was the final proverbial straw. The freak thing squeezed inside and Sideswipe leapt to the ceiling, grabbing hold of the light structures then catapulted himself over Ugly and out the door. Once out, Streetwise slammed the door and locked it. He activated the chamber, setting on instant compression.

"Run!" the Protectobot ordered. "It'll blow in seconds!"

Perceptor joined them at the opening, a large box in his hands. "I have it!" he announced excitedly. "It's in immaculate condition!"

"It'll be flattened if we don't get out of here!" Sideswipe grabbed the Autobot scientist and leapt off the platform, using his jet pack for distance. Streetwise leapt off just as the compression chamber blew. But the soundlessness of space prevented them from hearing anything. They felt the sudden push radiating from the explosion. And when they were far enough away from the platform, Magnus' ship swept under and took them in.

"I have it!" Perceptor repeated. "It's intact! I can now modulate its frequencies and activate its residential address to advance us through interdimensional stellar access!" He connected the ship's computer to the box and typed in several command codes. He tweaked the controls and with a bleep from the box, Gate 0-9-A suddenly swelled in appearance. It's faint light burst like a flower and showered over all the ships.

One moment, all reality stretched like images distorted by a video screen. The next, the stars stood in different arrangements. Two A-class battle cruisers and about two dozen small star fighters met their entrance into Centaurus air space. Before the Autobots could contact the battle fleet, the cruisers arranged themselves around the refugee ships in a tight circle.

Springer turned to Rodimus who really looked as though he were ready to black out. "Roddi, they've just raised shields and all their cannons are powered for maximum field range. I don't think they're here to ask us to dance."