Author's note: This story contains graphic violence and some language. *Breaking Ranks* takes place during the G1 season 3 series after *Five Faces of Darkness* and before *The Killing Jar* All Transformers and their habitats are (c)1987 Hasbro/Takara. Much thanks goes to Karen Castello for co-writing the little fic and we hope this piece might read a bit like it should belong with the original series.

Enjoy! Comments, questions or smart remarks can be directed to or



Again the shots hit his lower chest. The inner fluids spilled and I didn't even realize the evil mechanism had dropped me. It was all a blur . . . Optimus gaining his last strength to knock Megatron off the ledge. Then he fell and I felt my systems freeze.

"Optimus... forgive me..." I softly begged. I tried to help him to his feet but it was just my denial; the denial that he, the great Optimus Prime, could fall. And it was because of me that Optimus fell, all my fault.


The beep signaled the end of my recharging session. The glass slid away and I sat up, throwing my legs over the bench. Was this all a nightmare?

But seeing my reflection in the mirror across the way told me it wasn't. My form was still larger and older. The warm Matrix energy within told me I was still Rodimus Prime. Unfortunately. I'd never stop having those nightmares, it wasn't enough that I had to sit in Optimus' place but I had to see him die every time I recharged. My optics dimmed with resignation. Guesst I had better get to my office, there was probably a stack of work waiting for me.

Before I stood, however, the door chime called and Springer ugly poked his ugly head through. The door opened further and there stood ol' Kup, looking even uglier. I greeted them with a scowl. "Trouble upstairs, Roddy." Springer reported, "Looks like the Big Guy is missing."

"Omega Supreme?" I assumed.

Arcee slipped in from behind Springer; a far prettier sight than the other two. "Worse," she answered, "Ultra Magnus. We've been looking for him for two hours now. He hasn't responded to the comline."

"I'm on it." I answered with a heavy sigh.

With his usual scowl, Kup gripped a digipad between his old hands. "Rodimus, don't do it on your own."

"I'll go with him." Arcee immediately offered.

I appreciated her offer, but, "Kup-" and here I remembered to protect myself with facts: "-except for Grimlock, every time someone comes with me, they end up in little pieces."

The chief of security's scowl turned into that nefarious reprimanding frown. "Well, it=s better than YOU ending up in little pieces."

I shot him a hard look. How could he just say something like that? My optics narrowed. "Look, I know you're afraid something's going to happen. But this is ME. I'll be fine, really."

He crossed his arms. "You're all we got, Son. I don't want-we don't want anything to happen to you."

I tried not to take him too lightly, though I knew my next few words were going to piss him off: "Kup, how often did you have this conversation with Optimus?"

He bore holes into me and silently handed me the digipad. "These are the coordinates a witness claimed to have seen unusual activity."

We turned from one another glimpsed at the pad. Then I recognized the coordinates. "Kup, this says 'Charr."

He returned my gaze with an icy look. "Does fate protect foolish Autobot leaders? "I sure hope so!" And he stomped off.

Springer laid a hand on Arcee's shoulder and guided her away. I could feel her glancing over her shoulder at me. I wanted her to come along, but didn't think it a good idea. Springer was on assignment elsewhere and considering the history between me and Arcee, I knew the last thing my chum wanted was the two of us alone together.

I'll just assign someone else as my pilot and back-up. That might ease Kup's paranoia. How could I prove I was capable of taking care of myself? Oh yeah, I remember, I'm supposed to be taking on Prime's identity but it was like replacing a god.


* * *

The air around me swirled in hot currents of sulfur and carbon dioxide. The ground beneath groaned with waste and damage. I rolled over and met an angry brown sky. Lightning leapt from cloud to cloud, promising no rain. Everything around me felt dirty. I sat up and realized I had no clue as to where I was. Then my head exploded and I screamed, bowing over in pain. Flashes of faces and events shot through me like piercing arrows and for a moment, I thought my optics were leaking. The memories hurt so bad that I rolled along the filthy ground, moaning in agony. It was like someone shafted my brain casing with a vibro sword.

Astro seconds accumulated like so much ash before I managed to sit up again. I did not know where I was or how I got here or why. This place did not look like something I'd call home.

Maybe it was my home. Maybe I slipped and fell and just sorta forgot it all.


"Owww!" The pain shot through me again and I gripped my head so tightly, I thought I might cause damaged from the outside. What happened to me? Where was I? Why was I alone? I needed help! "Hello?!" I called, "Is there anybody here besides me? Hello?!" I stumbled along like some drunken fool, slipping and sliding along ancient rock formations. The air thickened with a dirty haze like a used filter. Where the hell was I?

"Hello?!" I called again. But only distant rumbles of thunder answered me. I floundered forward a few paces more before turning around and really looking at the landscape. The place was desolate, more than a desert. The rocky slopes lay lumped together like some kind of accident. Mountains of cooling lava smoldered in the dry, hot atmosphere. Sunlight weakly filtered through clouds of carbon dioxide and lightning flickered distantly, revealing the tops of hyper active volcanoes. A tree about a good three clicks from me stood dead, darkened by fire and ash as though even true death were denied it and so it stood wretched, watchful and waiting.

I felt sorry for it.

To the left I found a crashed ship. Was it mine? Its golden surface gleamed gray in the dim charcoal atmosphere. Dark streaks lay like wounds over its surface and the port wing hung, gashed from the topside. Nearby lay a figure, or what was left of 'him'. I took three steps toward it when the sizzle of damaged circuitry shot from my head down my chest, blazing a trail of hot wrought-iron pain. My knees fell from under me.



The same grating voice echoed in my head like a cosmic gong. An angry metal face flashed through my memory circuits. I believed that pale-faced demon was my judge and tormentor because his voice would not be silent. And a sense of overwhelming grief struck me as though I had committed an unforgivable crime.

Not now! I forced my body to move away. Maybe leaving the area would lessen the pain. Several rocks exploded to the right. Startled, I leapt aside. The rocks explode here? How come I didn't know that? Something shrieked above me and I peered through the gray hazy sky. A great dark shadow of a bird circled round me like a vulture ready to zero in on its prey. Something inside me screamed to run away, though I can't say why.

But I ran just the same as explosions followed every step I took. The freakish thing above kept missing its target. I could hear its wings flap, metal working against dead currents on a planet where the wind did not seem to stir. I scrambled over rock and stone, under overhanging protrusions and between great natural stonework statues. Right then, I slipped from a rocky lava bed and fell three steps down and found a great valley looming below. I was on a plateau and about to plunge right off the side. I could not see the bottom immediately below; a thick cloud of dirt and steam rose from a hot spring. There was no telling what lay there; sharp rocks or molten lava, hot enough to cook a metal body like a lobster.


Before I could react, the great metal bird-Dive Bomb, I think-slammed into my back and I fell out of control.


* * *




With a groan, Ultra Magnus was back online and scanning bleak surroundings. Walls tightly surrounded him and the only way out was up. But when Magnus moved, he found his wrists bonded to the solid rock wall behind him. He shook his head, trying to rid his optics of occasional bursts of static. The last thing he remembered was Cyclonus and four Sweeps closing in on him.

"What happened?" He softly asked himself.

"You took a beating from the Sweeps and were thrown in here." Magnus' head snapped at the voice, surprised that someone else was there with him. Magnus' mandible almost dropped to his chest plate when he realized to whom the voice belonged.

Blitzwing sat slumped across the small prison. The dull light straining from above revealed Blitzwing's physical condition. Laser marks scarred his light purple armor. Slowly smoldering extremities from internal damage discouraged the Decepticon from moving. The last time Magnus saw Blitzwing was on Cybertron, running from his fellow Decepticons. Magnus meant to say something when Cyclonus' monotone voice called from above.

"Hail Mighty Galvatron!"

"Hail Galvatron!" Sweeps repeated in kind. The Decepticon leader approached the prison hole, an insane grin twisted his faceplate. The Decepticon host gathered around him. All were in a good mood; Galvatron was proud of himself for killing a few Quintessons. In addition to that, they had two prisoners for their enjoyment. Many cheered and heralded Galvatron for his current accomplishment.

"Way to waste 'em Galvatron!"

"We'll never see those losers again!" Were among the praises. The loudest noises came from the Stunticons' obnoxious vocal units.

"Decepticons!" Galvatron bellowed, "Our future victory would not have been, if not for my keen senses, my great intellect and the talent and strength necessary to pull our empire from the dregs of humiliation." Galvatron's speech stretched endlessly into a monologue of arrogant bragging. Then about three hours later: "Now! Regarding the prisoner and the TRAITOR. . ." Galvatron's tone changed darkly. His optics flared red-hot. "Cyclonus! Get that worthless piece scrap out of there!"

As though he automatically knew what Galvatron was talking about, Cyclonus and two Sweeps pulled Ultra Magnus out of the hole, all but ignoring Blitzwing. Galvatron grinned like the Cheshire cat. "Think you'll learn this time Autobot?! You dared oppose me!! I'll make you suffer slowly!" Galvatron's screams did not affect Magnus in the slightest. Seeing this only angered Galvatron further.

Galvatron ranted for another ten minutes. Magnus took careful note of his surroundings. They were somewhere outside the ruins of a city, standing along the outskirts of a green boiling swamp, curtained by dreary colorless cliffs, and a dirty brownish-red sky. Violent pain crossed his faceplate and abruptly brought Magnus' attention back to the here and now.

"You'll to have learn more respect for our leader, Autobot!" Cyclonus snarled. He punched Magnus again, sending him stumbling into the crowd of gathered Decepticons. Every one of them took a shot at him. He struggled against their out-numbering odds but failed and sank to his knees. Galvatron's laughter bayed in his audios as he was beaten down.

Electricity shot through his systems forcing Ultra Magnus out of shut down. Pain sizzled under his armor plating. He winced at gouges and dents defacing his blue paint. A quick diagnostic reported deactivated weapons and low resistance. They forced him into shut down and that stole more energy from his systems than he first thought. Magnus sat up and faced a grinning Sweep clutching a lightning rod. Ultra Magnus frowned, discovering himself bound by energon chains. Then Magnus realized he was in a cell, not the same pit as before.

"Decepticons!" Blast Off's voice roared from behind solid stone walls, "Tonight, we have the mighty Autobot City Commander, Ultra Magnus!" A stone door slid open before Magnus and the Sweep prodded him out. Decepticons of every size and shape, ones that Magnus knew and didn't know, welcomed him with applause and taunting. The door rammed shut behind him and the bindings disappeared. A great arena stretched before him. Decepticons perched everywhere above, their faceplates reflected bloodlust.

"This doesn't look good," he said softly, preparing for anything. The Decepticons jeered and cursed Magnus from every angle.

"He's gonna battle the undefeated champion, Mortex!" Blast Off's voice, amplified through Soundwave, boomed, receiving great applause. Before Magnus could question what Mortex was, another door grinded open. A horrible shriek echoed through the arena as a great behemoth stomped into the light. Magnus' optics flared, shocked at the creature's height and natural bony armor.

The animal's black exoskeleton rumbled over the ground on six legs. It snapped horrific fangs and Magnus dodged. Mortex chased the Autobot, bleating a high-pitched shriek. Knowing he could not run forever, Magnus decided to try brute strength. He grabbed the creature by its neck and tried to break it. Useless. The body was like rock. The Autobot tried punching the creature's huge eye when out from nowhere a tail slashed Magnus' back and he crashed hard.

Ultra Magnus struggled to his feet in spite of the jabbing pain in his back. He barely dodged another of Mortex's fang attack when he felt something tear from the back of his right shoulder strut to the middle of his backside. Magnus touched the lower portion of his back and found a deep gash trailing almost to the inner wiring. He lost wind when a huge boney leg slammed him against the wall. Magnus felt his whole system blink darkly. He was quickly wearing down. He gathered as much strength as he had and charged the creature. He jumped over Mortex's head and onto his jagged back. Ultra Magnus winced, landing a little too hard but commenced with a punching barrage, aiming at what he thought might be a soft spot at the back of the monster's head.

Mortex screeched dreadfully at this point. Bingo! Weak point found! The creature whipped his tail ferociously and it bucked and heaved like a wild horse. But the Commander hung on, punching as hard as he could. Finally one blow broke through the head bone and the creature released a piercing scream. Its whole body fell apart, as though held together by an unstable substance. The black skin holding its skeleton together liquefied and the bones clattered to pieces. Magnus fell with it, his body splashed into the dark pool.

The Decepticons' cries of protest were loud enough to malfunction audio receptors. Magnus wearily dragged himself away and collapsed against a nearby wall. He ran diagnostics and hoped he had enough to last the rest of the day. The Decepticon leader stood and Galvatron's beaming grin worried Ultra Magnus. He decided to skip the diagnostic and stay alert.

A crunching noise reverberated. Magnus' focus turned to the pile of creature parts and before his optics, the bones reassembled. His optics brightened in surprise when the creature suddenly lunged at Magnus. He couldn't help but cry out as it pounced him. The crowd roared as Mortex slammed his razor tail into Magnus' middle. The Autobot struggled with all his might to stand as the drooling creature snapped its fangs around the Commander's arm. Magnus struggled with all his worth to break free but Mortex crunched deeply, biting through cables, wires, and servos alike. Magnus gasped in terrible pain, kicking the creature with all his might.

Then Mortex abruptly dropped him and backed off. Lying face-down, Magnus struggled to see what had happened. The creature snapped his fangs at his own body and shook madly. It looked like an Earth dog scratching and nipping after a flea. It was almost comical.

Could this creature have parasites like the animals on Earth? Magnus' question was answered when three worm-like things landed on the ground nearby. They were about the length of a human arm with wiggling bodies and pointed heads with sharp teeth. And just as abruptly as the creature dumped Magnus to scratch when its itching fit ended and once again, Ultra Magnus became the scrap doll. He tried to fight off fangs and dodge tail at the same time, but with one arm out of commission, it proved a near impossible task. He eluded two of the legs, winced when the tail slashed his faceplate, and groaned when he slammed into the wall. He wouldn't be able to keep this up much longer.

Then just as unexpectantly, the creature once again, the creature suddenly dropped Magnus and went into another scratching fit. Magnus could use this to his advantage. He looked around for options; they weren't good. He slumped against the wall and held his hand to his middle; a slow Energon leakage had started.


As he stared at the ground, something caught his optic: wiring of some sort. He scanned the stadium ground and everywhere he glanced, debris both organic and mechanical littered the ground like rocks tossed in someone's back yard. Galvatron hadn't been on Charr for very long and already he started a system of torture.

But there was no time to think about that. Magnus had to find what he could use against the creature. But all too soon, the creature finished scratching and nipping and closed fast on Magnus. The Autobot kept up his hopes and tried to dodge the tail. But with so many wounds and a slow energon leak, his agility was severely affected.

The creature chased and thwacked Magnus around the arena as though the City Commander were naught but a doggie bone. Magnus didn't think he was going to survive long enough to see the next day. But Mortex once again had to stop, drop and scratch. Magnus groaned in agony. Exposed components ached from the poisoned air. His arms and legs bled Energon. He was as exhausted as he was banged up.

But as damaged as he was, Magnus forced himself to act like the soldier he was built to be. He scampered from debris pile to pile and gathered pieces that by themselves did nothing. Quickly, he took inventory and something caught his diminishing attention: a chest piece from another Transformer. He wondered if the Energon purification unit still worked. Painfully, Magnus ripped wires and tubes hanging from his legs and quickly formulated a plan. Mortex's battle shriek let Ultra Magnus know his time was up.

At least now Magnus was able to stay focused in spite of the abuse he suffered at Mortex's hands. However, it was not long before the creature dropped him again. This time, warnings flashed through his system, but he ignored them. Ultra Magnus knew the purification unit had to be repaired; his life depended on it. There was almost no chance that he would survive another beating by Mortex.

Quickly, painfully, and as focused as possible, Magnus attached wiring from his own components to the old damaged system. His internal chronometer counted down the minutes and cliplit! Here was his chance to survive! He wasted no time for joy. He held his painfully damaged arm over the unit and let precious mech fluids pour into it. Mortex screeched in a terrible charge. Magnus struggled to stand and bought a moment's worth of time and kicked the creature's eye. It screamed and tried to smash a leg into Magnus' body.

Magnus grabbed the component and rolled out of the way. He set it down right next to the wall and silently prayed the purification would work. The creature assaulted him with a vengeance. Ultra Magnus did what he could to block and dodge. But most of his attempts proved feeble at best.

Then Mortex pinned him to the dirty ground and started crushing the Commander's chest with his fangs. Magnus, out of the corner of his optic, saw that the purification unit had done its job. There, right next to the unit sat an Energon cube. Magnus groaned in agony as Mortex sunk his fangs into vital systems. Magnus stretched toward the cube but couldn't reach it.

The creature released Magnus; it was itch-time again. Magnus gave a prayer of thanks to his Creator as he struggled to his feet and swept up the Energon cube. "Please dear Primus let this work." He prayed. In spite of damaged optics, he tried to make sure his aim was right. With all the remaining strength that Ultra Magnus could gather, he threw the Energon cube at the creature.

The cube blew as soon as it hit the black liquid and bone. The creature shrieked as its body exploded. Magnus collapsed to his knees, his systems failing one after the other. But through the pain, Magnus smirked at Galvatron's stunned expression. Then, all was dark.

* * *

I remembered falling, but that was all. The hot water sent waves of agony through my body so that I lost all consciousness. But now, with the cool of evening, I have found myself laying upon a flat rock under a dark cliff side. Beside me a mass of tiny white eight-legged creatures gathered, feeding off the dark brown algae covering the rock. I slowly sat up and cringed in pain. My back seemed to have taken the brunt of my fall; I can feel some of my surface paint peeling. Well, who needs paint anyway?

I smiled to no one and stared at the little creatures now occupying the space I laid on a moment ago. I fingered one of them, curious that I should not remember anything; not even my name. I picked up the white creature with front claws and turned my hand round as it traveled about, searching for food.

"So, do you know what my name is, Little Fella? Huh? Kinda sucks being out here without a map, a tourist guide or a name badge." I tried to find its eyes but it had none. I set it down with a grunt and shoved off the rock, falling thorax-deep in the boiling water. It actually felt good but I decided not to stay in case my 'buddy' should return with more surprises. It's too bad I could not take time to check out the ship. No doubt it had all the information I needed.

Wait a minute. What's the matter with me? I hit the side of my head and winced in pain. Well, the ol' noggin was still in tact, though it wasn't functioning properly. What a fix! If I were thinking earlier . . . well, that can't be helped, now. The thing to do was get back to the damned ship and find out what's going on. Simple enough, I suppose.

But starting out was not going to be as easy as I thought. A sheer rock wall met my scanners, daring me to try find a way up. I squared my shoulder struts and began a long slow search about the cliff, seeking pockets or cracks that could be turned into footholds. That was when my optics caught sight of the moody sky above. This place, wherever it was, never saw total darkness at night, nor did it seem to have complete sunlight during the day. It was either darker or lighter. What's more, the cloudy sky churned in a stormy mood that threatened rain.

That was all I needed; more complications. Now, what about the rock wall?

I never got the opportunity to answer myself. A blinding white flash preceded a thunderous sound, tossing me off my feet. My optics caught the sight of three weird ships scooting through the air like flying boats. Their sleek designs belied their disposition when I realized, somehow, that these things were an enemy, not some kind of native animal. I jumped and fired at one, sending it sailing square into the rock face several clicks from me. The other 'boat' was a bit smarter and it careened right, dodging my shots as I instinctively fired from my arm-guns.

The third boat zoomed over my head and stopped dead upon the lip of the precipice above me. I watched as it shifted its shape, producing a pair of stout, strong legs, a set of arms and the ugliest face I can remember seeing. It silently targeted me with a weapon I knew, but could not recall off the top of my processor. I dodged his shot, leaping for the cliff side rather then away from it. The robot kept his silence and dropped off the lip, aiming for my laser core. I waited three beats, taking care not to get in his line of fire and just as he came close enough, I slammed my fist into his ugly mug. He flipped backward with a cry and landed in the boiling water. He leapt back out a second later, firing his weapon in a repeat of shots. I danced like a mad clown until I flattened along the filthy ground and fired several more shots from my arm weapons. The second shot landed between his optic sensors and he gurgled his last scream, again splashing into hot water but he did not come back.

I wasted no more time. I shot the side of the cliff, basically blasting a stairway for myself and started to climb like a cybercat. But half way up, I lost energy and had to wait for damaged systems to reroute themselves. There was no time for this! I felt the urgency to move as my attackers most likely would have companions coming to join their hunt. But my body refused to move until all systems cleared. Then it happened again. I thought my head was going to split open and spurt like a geyser. The pain shot from the back and down my arms and into my thorax and it was then that I lost footing and I slipped.

My body felt like lead and were it not for quick reflexes, I would have become a flatboard. My right arm gripped the rock and I tried to dig into solid stone with no results. Slowly I pull back to the footholds and clung there precariously like a fish on a loose hook. Maybe I was leaking. I could feel something trickle down my backside but in the windless atmosphere of this planet, it did not turn cold.


"No!" I shouted automatically.

The same voice as before came back to haunt me and I wanted it to stop!


"I don't know." I mourned to no one. One hand managed to move above the other and one foot pushed up followed by the other and in spite of wrenching pain, I managed my way to the lip of the cliff where the 'boat guy' stood earlier.


I rolled on the ground, exhausted and bewildered. Why does the voice keep rolling in my mind like a bad song? Go away, dammit! Go away! A gun fired and pain ripped through my cranial chamber. I tried not to scream out, and I tried not to notice the soft haze of smouldering circuitry rising from the right side of my head. No one was around me and no other wounds pierced my body, but my head felt every word, every sound of a nightmare. But only glimpses of faces and a war-torn place would give me a clue as to what was wrong. Did something happen to me? Did someone die? Someone had to have died, after all, I can hear the gunshot; I can hear the voice of condemnation.


I could not answer that question.


Yes I could. I was guilty of something, wasn't I? Maybe that's why I was here, because I did something horrible. Oh, Primus! Did-did I murder someone? Did I commit an unspeakable crime and I've been reprogrammed and abandoned to live here? And if that was the case, were those ship-things other criminals?

The gun fired in my head again.


The other voice cut off as if the transmission was not permitted to continue. I shuddered. I needed to get back to the ship. Lying here won=t accomplish anything. I couldn't just lie down and go into stasis without knowing what was going on. I forced my body up on wobbly arms and managed to my feet, though I trembled with imbalance. One step, then two and before I knew it, I made it over several metrics.

I paused after walking another short distance and wondered once again why I was here, where I was, who I was and how I got here. That was when my optics caught sight of a large object sitting in wait for me. It appeared to be an animal of sorts, but not any animal that I could rightly recall. It was huge with a great metallic main crested round its head like a red collar. Its red optics narrowed at my approach and I wondered . . . Primus! I knew I should know! But with the damage to my head, all that came up was the word 'Decepticon' but all other information was inaccessible.

Maybe it was an ally waiting to help out-maybe it was looking for me. And if that was the case, then why doesn't he contact me? Maybe the comlines are offline. Well, whatever the reason, the creature did not seem to be in a hurry to greet me, or to run off. I grinned in greeting as I came closer.

What a mistake! It growled as I came within range and all I recalled thereafter was the scream from my vocalizer.

* * *



His optics activated with static and blending colors. Someone turned his optics, focusing them in. There was still static, but the dark world was coming into view, and so was the pain. Blitzwing stared at Ultra Magnus.

"Can you tell me the distance of that rock?" Magnus zoomed into the rock that Blitzwing pointed at. To Magnus' dismay, his readings were way off. He answered Blitzwing's question with a grumble.

"Well, you're fortunate to at least be able to see the rock." Blitzwing leaned against the wall.

Ultra Magnus strained to move but his body refused and his logic circuits would not cooperate. "Why?" Magnus asked, barely able to identify his own vocal unit.

Blitzwing looked every bit as bad a shape as the City Commander. "Galvatron ordered you thrown in here. They basically expected you to die. To spite them, I repaired you as best I could. But I'd recommend you not operate any primary functions." He fell quiet again, listening to the shouts of celebration outside. It would be awhile before his former comrades ran out of things to do. That meant he and the Autobot were okay for now.

Ultra Magnus weakly stared at the former Decepticon. Questions rolled through his pain-ridden mind. He was grateful Blitzwing helped him, even if it was not to help an Autobot, but to annoy his former allies. But what had caused Blitzwing to change his mind about taking part in the Decepticon cause? "Why... did you become a rogue?" Ultra Magnus' voice strained after a long silence.

Blitzwing rested his head against the wall, attempting to put into words emotions and thoughts running through his head.

"Since we are stuck here together, Autobot, I will tell you. As you know, I was a high ranked Decepticon under Megatron's leadership. After Megatron had fallen, we retreated. When Galvatron came to us, I had hoped the Empire would flourish once again. It was not to be, as you know. After that my loyalty to the Decepticons dimmed. I have watched as the ranks fell further apart. Galvatron is not Megatron. Nor is he the hero Cyclonus claims him to be."

Blitzwing paused, absorbing himself in the memories of bad times. Ultra Magnus said nothing, he somehow understood. Blitzwing continued: "When the Quintessons offered a deal with Decepticons, they of course took it right away. It showed me how weak the ranks really were; when they fell on hard times, they threw away their beliefs for a few Energon cubes. Perhaps they never believed in the Cause as much as I had thought. I saw right through the Quintessons, at that time not remembering who they were. When Galvatron returned, I thought all my waiting had paid off, that once again the Decepticons would be the ultimate force they were under Megatron. But I watched as Galvatron attacked his whole force and forged an alliance with the Quintessons. I didn't approve of it, but I hoped that Galvatron had a plan and that there really was a Decepticon Matrix of Leadership."

'You of course know what happened next, Ultra Magnus. Galvatron did not listen to me and even then after asking for the Autobots' help, I gave him the benefit of the doubt. But when he pulled that switched and nearly destroyed us all, I made up my mind. I wish I had killed Galvatron when I threatened to, at least then the Decepticons would not have been reduced to the joke they are today. So you see Autobot, the Decepticon Empire died with Megatron. You and Rodimus Prime have my respect, but not my loyalty. I've always been true to the Decepticon Cause and will always be."

A long silence past between the two. Blitzwing wondered why he poured his thoughts out to an Autobot, but perhaps it did not matter anymore.

Astrotrain grinned as he approached the pit. They were all out of entertainment and the slagged Autobot had killed their pet. It did not matter though. The Autobot was probably dead. That left his old pal Blitzwing for the entertainment and it would be fun entertainment, indeed! It was time to show everyone what happens to those who betray the Decepticons.

Blitzwing saw Astrotrain staring down at them. He knew by the evil smirk on his former friend's faceplate that it was time to meet his fate. Friendship or not, betrayal was not a factor easily forgiven among the Decepticons. In fact, it was the one sin, other than murdering a comrade, that was unforgivable. Astrotrain roughly hauled him out and threw him to the ground. "Time to play some games, Traitor." Astrotrain sneered, grabbed Blitzwing's oozing arm, and dragged him to the arena.

Unspeakable jeers and insults were shouted at Blitzwing. But the rogue Transformer stood silent, waiting for whatever was about to transpire.

Blastoff's voice bounced from wall to wall in the arena: "For our next entertainment: the former Decepticon officer, Blitzwing!" A shower of boos followed the announcement. Blastoff continued nonetheless: "Triplechanger verses Triplechanger, guys! He cackled in glee as Astrotrain landed, transforming from shuttle to robot mode not far from Blitzwing. Blitzwing readied himself, knowing that his weapons were deactivated and he was too low on Energon to transform. But systems malfunctioning or not, he wouldn't let them have the satisfaction of seeing him die like an animal.

Astrotrain grinned in glee. "Hear that Buddy? They want me to rip you apart!"

"Let's get on with it!" Blitzwing interrupted the on-coming ramble from Astrotrain. The triple-changer snarled and lunged toward Blitzwing. He dodged easily, knowing that Astrotrain was slow as a slarg when he battled one on one.

Ultra Magnus stared at the stars, his audio receptors turned to full strength. He listened intently to the loud play-by-plays done by Blast Off, the roar of the crowd, and the sounds of the metal clanking together in combat. Magnus could tell Blast Off was greatly exaggerating Astrotrain's hits because when there was a clank and crash, Blast Off said nothing, obviously Blitzwing was doing well so far.

Astrotrain ran at the rogue, managing to get a kick in but Blitzwing was able to deflect it by punching the larger Decepticon in the face and throwing him into the wall. Astrotrain growled in response and assaulted Blitzwing, switching to locomotive mode. Blitzwing gasped and tried to dodge but Astrotrain smashed into him full force. The former Decepticon slammed into the wall, growling to himself. His shoulders sparked as he picked himself up off the ground. Astrotrain wasted no time, ramming Blitzwing again.

Ultra Magnus winced at the sound. Blitzwing wouldn't last much longer. "OH! What a hit!" Blastoff screamed over another crash and crunch. Ultra Magnus deactivated his optics.

Blitzwing fell off the wall with a clank and struggled to his feet. That was a no-go. His servos and cables were all crushed. He tried to transform; it was the only way to get Astrotrain out of his locomotive mode. Astrotrain crackled with delight. He was on the verge of winning.

Blitzwing concentrated on his transform circuits and focused all his energy to shift into tank mode. Astrotrain backed against the opposite wall, ready for the killer blow. But as he readied to go full speed, Blitzwing transformed into tank mode.

"So you wanna play chicken, huh?!" Astrotrain raced across the arena. The white tank put his entire spark into forward drive. The resulting impact threw Astrotrain off his track. He lay still, front smoking. Blitzwing's attack did not come without a personal price; he ended upside down. He groaned, trying to switch into robot mode.

The crowd held their breath.

Astrotrain transformed back to robot mode. One of his wings smouldered. He was pissed. Astrotrain produced his ionic displacer rifle and fired. But Blitzwing managed to pull himself right-side up and the shot merely bounced off his armor plating. "Throw me an Energon cube!" Astrotrain demanded, "his own automatic repair systems will be his undoing." A small Energon cube was thrown to him. Blitzwing could not resist the cube as Astrotrain forced it energy down his opened cockpit. As Astrotrain had predicted, the auto-repair kicked in and Blitzwing transformed, against his will, to robot mode. Blitzwing showed no fear and stood facing his foe.

Astrotrain pointed the rifle point blank at Blitzwing's face and fired. Blitzwing plunge to his knees, uttering something in ancient Decepticon. He fell face forward and did not move again.

Ultra Magnus heard the eruption of the crowd, the fire of the displacer rifle, the impact of a falling body and Blitzwing's last words. Blitzwing's destruction was a sorry loss of life. But he was a soldier and died as one.

"Ever watchful, ever vigilant. Sh'trazhan." Magnus quoted silently. The Decepticon warrior died living up to his belief; he remained true to the Decepticon Cause. Ultra Magnus' head fell. This endless bitter war took the best of warriors, Decepticon and Autobot alike.

* * *

Darker became lighter. The rough stone-covered ground smoothed out and widened as hills gave way to an open valley. Vaguely I made out the shapes and cheerless colors of an ancient city long since destroyed. Then I realized I was moving, or rather, being dragged by two great figures on either side of my body. One snorted and grunted like an animal, the other said nothing. Ahead of us tromped two other robots, both with similar coloring as mine. One of the two I recognized as the bird I encountered earlier.

Then it glanced over its shoulder, red optics glowed creepy in the dim red light of the planet's morning. "It's awake, Razorclaw." it reported.

The other creature leading us turned and my captors stopped dead in their tracks. "I don't recall giving you license to return to consciousness, Autobot!" and it whacked me with a cruel backslap. It snapped something inside my head. Pain whipped and coursed through my body like water and I shuddered, but I bit back a scream. It seemed so instinctive to refuse to cry out, but rationally, I could not figure out why.


The damn voices came back! They were back! I wanted to scream; Leave me!


Yes, why do I? Maybe it's a form of repentance I'm trying to pay. Maybe I'm trying to make up for some kind of sin I've committed-the kind no one can do anything about. But then, if no one can do anything about it, why am I moping over it? Why go brooding about something I can't change? Or was it really me at all?

Now that was a fluke thought. Who said it wasn't my fault?

Again, I did not come up with an answer. The one called Razorclaw gripped me hard and slammed me against a stone pillar. He spoke, but I did not hear him. Maybe the damage in my head kept me from hearing things too. Well, that would be HIS fault. I could see his ugly face twist in cranky expressions, but I could not make out what he was saying. I glanced at each of my enemies and wondered why they felt I was so different. After all, I had the very same colors as I. Oh, but then it dawned on me like a light switching on; they had a different symbol on their chest than I. It must be significant if it's enough to make them treat me like this.

Razorclaw slapped me hard again and I felt the left side of my face split slightly. Lubricant seeped from it and ran warmly down my neck. Primus, did I have any strength left in me at all? Anything that would allow me to fight these things and run? Is there anything in my reserves? I tried a diagnostics and found much of my personal reserves was used in my arm weapons. No. I felt resolute. There had to be something more inside me, something I could tap that would give me strength.

There! Pure as the light of a new-born star! It just came to me as though I called upon Primus Himself to provide me with help. I felt its precious light flow from within, strengthening me with the resolve needed to fight them. I can do it, I know I have that kind of power.

I started with a kick between Razorclaw's legs. He lost his hold on me, bowing over to protect a soft spot. I slammed my paired fists upon his bowed head and kicked his face so he fell away. The first of two bozos who dragged me, acted before the other. I aimed a kick at him, but he caught it. I used his strength and kicked his face with my other foot. The second idiot, the one that looked like an Earth cow, came for me and I shot him with my arm weapons just as Divebomb transformed and shot straight up then came straight down for me. I dragged the bull-guy in the bird's path just as it was about to hit me and they crashed, blowing up like a pair of old automobiles.

I stared at my handy work for a long while. My systems were overheated and I longed to draw in fresh cool air, but on this planet, there was none. I ordered my systems to reroute coolant as needed but it left me aching and grumpy.

Where was I at this point? I had no idea how long I was dragged unconscious and for all I knew, my captors could have flown to this location. That meant I've lost the ship entirely and I'd never get any answers. I wanted to kick Razorclaw in the face again just to release my anger. But I knew better by now. I walked off, stomping over my enemy's bodies like cooled useless slag. The city was only a ten thousand astrosecond distance from me; I can at least walk.

The city I found stood like a tomb crumbling from age and neglect. Buildings that once stood tall and proud now squatted with the damage of war and abuse. I could not tell what kind of people that once inhabited this world . . . Cha-something. I don't know. I can't remember. But it feels as though the whole planet were haunted. Chunks of purple and silver metal littered the ground. I recognized part of a metal hand. There was the piping of a tank cannon to the right. A piece of a face plate, but in my state, I did not know why all the pieces seemed like pieces of a puzzle; of a person. And thinking of person, whatever happened to the planet's original inhabitants? Maybe the people died suddenly. Maybe a natural disaster or maybe they were conquered by another species. That happens all too frequently.

I rested against one such building. A dull pain pounded my head like one of those annoying woodpecker birds I've seen. It just won't shut up.


And this time I obeyed. I slid down the wall and just sat there on the hard filthy ground. I pushed away a smouldering mechanical component. I didn't even stop to think how it looked like fresh kill.

For a long moment, I thought of nothing. I just sat there and stared at the buildings in front of me. Their glassless windows stared back like a pair of optics when death had finally taken hold. They were all just a collection of empty, sparkless shells waiting to be buried. And now that I consider that, that was exactly how I felt too. All inside. A part of me somehow was stolen and I don't mean my memories; that can easily be fixed, really. But the damned dream just comes back and plays over and over in my mind and it leaves me with no peace and inside I felt like those buildings; all alone and empty. And I just sat there and stared for a long time before I decided I needed to fill my 'building'. What do I fill it with? How does someone fill those empty spaces?

Somewhere in the back of my head I thought I could sense another ship landing. And several figures emerged from it and they spread out, searching for me. I realized, then too, that I did not care if they found me or not. I did not even know why I was here. I came here for a reason, that much is clear. But why? It must have been important if I came to so dead a place as this.

A friend, maybe? Did I come here for a friend?

I searched my databanks but there was so much fragmentation that nothing read right. The pounding headache didn't help matters and I decided to put the whole thing to rest. I needed a rest. But should I rest now, or move on? Should I stay so I could be found?

It was not until fluid splattered from my shoulder to my lower arm that I realized why I debated about moving so much; I was leaking precious cranial fluids.

The quiet sounds of an automobile purred from the right. I lolled my head and scanned the area. In the dim light I spotted a pair of headlights but I could not tell what kind of vehicle it was. Great. More company. I was in no mood to fight. I just wanted to sit here and rest and think. But no! The rest of the universe has to come here too and intervene and ask me a whole slew of stupid questions! As if I were doing something wrong! Oh for Primus' sake, I'm not a newling!

The vehicle came closer and I realized for the first time, since I first came to, that my optics were way off balance. The vehicle was pink. Of all colors! Pink! But when the automobile in question transformed, I realized WHY it was pink; it was a femme. Good! Maybe she'll have answers.


"Rodimus?" What did she call me? My face hurt when I gave her a questioning look. She knelt before me and examined my head without touching it. Then gracefully she sat on her knees and smartly folded her arms. "Well, you really have done it this time, haven't you? What happened? Never mind. Let me help you up and we'll get out of here."

I bore holes into her, a little annoyed that she should talk to me in such a manner. Either that, or maybe my coolant systems weren't as efficient as they should be. "You called me what?"

Her expression went totally blank. Then she stared at me out the corners of her optics, as though she didn't hear me right. "Are you alright?"

"Do I look alright? What's a matter, never seen a damaged mechanism before? I have a headache the size of this planet and I'd rather not be bothered right now. Thanks."

She leered, insulted. "That's no way to speak to someone who's" trying to rescue you!"

"Rescue me?" I thought about getting up. I even tried to push myself off the ground but I really didn't feel like it. Nah, let the babe do the moving. I figure if I'm that important to her, she'll handle it. "How do I know you're not here to take advantage of me?"

Now she was indignant. "Rodimus Prime! That was uncalled for!"

"Really?" I used as much sarcasm as I could muster in my voice. "For real? Well how about this: where was the Lone Ranger when I crashed?"

"Maybe if you had stayed with Tiller instead of walking out on your own, you might be in better condition. Where's the pilot Kup sent with you?"

"I dunno! Maybe like me, he decided to take a holiday and visit the Pitt by himself. Sound good to you?" I didn't know the two people she mentioned, or at least, no bells dinged in my head. Kup sounded somewhat familiar.

She held up her hands in surrender and stood. "Alright, alright. Let's just get you out of here and rescue Magnus, okay?"

"Magnus?" That name also sounded familiar, but no face came to mind. Magnus? Sounded like some kind of insect.

""es! Ultra Magnus? Tall guy, too patient with you, has good manners." And here she exaggerated: "ULTRA MAGNUS.""

Something sparked in my head and pain lanced through my head, down my neck and into my thorax as though someone had sunk a vibro-javelin right down the middle of me. I bowed over with a groan, holding my head.






Oh those damned voices! "Be quiet." I begged. My own ghosts would not be still! "Leave me alone."

"I can't." Her feminine voice began to irritate me because she was stubborn. Geeze, I hope we weren't actually going together. On the other hand, since she knew me so well, it must mean that she's here to rescue me and that would not be good, either because it'd mean we'd be trading insults all the way back . . . "Rodimus, we have to go. Now, come on." She moved to help me up.

I looked at her as a red haze settled over my optics. My vision was going out, but I was determined to be left alone.



A laser blast shot too close to Arcee and she fired back just as another ship screamed through the air and started landing procedures. Hotspot and Blades poked their heads out as the ship landed and the hatch lowered.

A ruined building exploded not far from them. Arcee dodged another shot and reciprocated as she swept down and very gracefully slipped her arm behind Rodimus' back. She hauled him to his feet, firing her weapon haphazardly to give them enough time to escape. But already six Sweeps zoomed for them. Blurr and Jazz assailed the attackers as the femme and Autobot leader limped their way toward the shuttle. Rodimus fell half way and Hotspot jumped to Arcee's assistance. He transformed to truck mode and rammed into one Sweep as it shifted from ship to robot mode. It screamed in protest, arms and legs flaying as it ate dirt. Arcee covered the Protectobot while he carefully collected Rodimus' injured form off the ground and raced back to the safety of the cruiser.

Arcee followed the Protectobot leader to the shuttle and prepared an emergency flat for Rodimus.

"We found Magnus." Hotspot informed her as he laid Roddy on the flat and secured his form. "But he's locked tight. We may have to regroup and come back later."

"Nothing doing!" Arcee snapped. She turned to their pilot, pleased that Broadside was able to accompany them on the mission. "Broadside, take us right there. We leave no one behind!"

The shuttle prepared to take off as Blurr and Jazz raced back, three Sweeps nipping at their tail pipes. Hotspot and Arcee covered their companions as they ran. The shuttle was nearly off the ground when the other two Autobots scampered aboard and closed the hatch behind them.

Arcee darted her optics from one soldier and Autobot officer to the other, weighing out their abilities verses the situation. She herself was a highly accomplished pilot but they were going to need firepower. She mentally gathered her resources together and made several decisions.

"Hotspot, you and Broadside will go in and retrieve Magnus. Jazz, I need you and Blurr to back them up. I'll fly the ship in and out to ward off the 'Cons as they approach. Broadside, give me the comm."

She took over as pilot while the others prepared their weapons and extra charges. The ship's scanners bleeped, warning of approaching enemies. But Arcee was mentally ready for them. She veered off course, dipping down into a canyon a few miles from the city. Three Sweeps and Divebomb followed her like sharkticons. She zipped between crevices and dropped below natural bridges. She effortlessly rounded several mounds and dared enter a small cavern. One Sweep failed to calculate correctly and it crashed above the cave's mouth. Divebomb glided in after her, concerned only with keeping up. Arcee used both her optics, the ship's scanners and her intuition to guide her through the darkness of Charr's belly. She suddenly yanked the whole ship upward, tossing her passengers off their feet.

"Hey, man!" Jazz called. "What's with the crazy flying?"

"Hold tight!" Hotspot answered. He enjoyed every moment of it.

Arcee smashed the ship through the shallow crust covering the cave's entrance. She kept the ship completely vertical for two miles before diving it straight down. Just then, the Predicon emerged from the cave itself and Arcee fired at it for five seconds before narrowly slamming the ship into the rocky surface. Divebomb plummeted to the ground, his body battered and smoking.

The crew cheered her on as she sped back to Decepticon City.

The craft hovered just outside the arena while Broadside and Hotspot leapt onto the refuse-strewn ground. Blurr and Jazz followed and kept an optic out for oncoming trouble.

They didn't have to wait long. Hotspot stood over Broadside's shoulder, firing at Runabout as he rammed through an iron gate, firing at Jazz.

"The prisoner stays to rust, fools!" Astrotrain landed atop the crest of the arena wall and fired down, nipping Hotspot in the shoulder. Jazz nailed him, but was conversely hit in the thigh. He dropped and rolled, firing at Runamuck as the Decepticon transformed and raced, stirring dust.

Meanwhile, Broadside shot the grate open and dropped down the hole. Magnus' tattered form slumped in a puddle of his own fluids. His optics did not light to greet his fellow Autobot and Broadside wondered, if in fact, they might be too late to save him. He knelt before the great soldier and scanned for the faintest sign of life.

"Best hurry up, Broddy." Hotspot called. "It's about to get really nasty up here.

Broadside found a faint tremor in Magnus' lasercore and his own great shoulders slumped in relief. He kindly gathered Magnus and leapt out as Hotshot and Blurr barraged a group of oncoming Decepticons. Arcee revved the ship almost too close to the arena, scattering the assorted Cons like a flock of geese. She zipped right back and lowered the ship just enough for the Autobots to jump aboard and pass Magnus from Broadside to Hotspot and Jazz. Then she shot away, dodging gunfire from Galvatron and his minions.

At first, Arcee didn't think the ship would handle her unorthodox piloting skills but as soon as they reached the troposphere, the Decepticons more or less let them go.


Galvatron and Cyclonus watched the shuttle disappear into the cloud-choked sky. Galvatron harumphed to himself and softly landed in the arena where bits and pieces of Blitzwing's body still remained after the Sweeps were supposed to take it all up and scatter them about the planet. He found one piece of the dead Decepticon and tried to smear it into the dirt.

Cyclonus silently landed behind him. "Mighty One," he cautiously addressed. "Might I inquire as to why we let them go so easily?"

Galavatron turned to his Second with an unfriendly smile. "Because, Cyclonus," he purred, "why beat a dead Autobot when there is other fresh game waiting to be picked on?" And he pointed to Runamuck, Runabout and Astrotrain.


I lay on the flat, unable to shut down. Aboard the mother ship, Pipes and Perceptor tended to my injuries. I learned later that my pilot, Tiller, was killed when my ship was attacked by Prediking. I knew I should have gone alone. At least Tiller would still be alive. I mourned for the soldier who lost his life to protect mine.

Then my thoughts over Magnus raced through me and brought up all those evil memories of Optimus' last moments in life. It would seem that my failure nearly cost Magnus his life too. But this time, I had to admit, it wasn't my fault. But if Magnus had died, I would never have forgiven myself.

Just like Optimus.

Kup plopped down in the seat in beside me, digipad in hand. His face was drawn in sorrow for Tiller's loss. He had a right to be smug, being right about mine going out on my own. On the other hand, I too was right. Finally the old coot sighed and met my weary optics. "Well, Rodimus, I guess I can safely say 'I told you so.' But maybe I'd best save it for another time. Meanwhile, I have some things I think you should know about-"

"No, Kup," I answered quietly, firmly. "Just leave me alone for a while. I can't listen to both you and my ghosts. I just want some peace and quiet."


Karen Castello

T.L. Arens