Author's Note: Every time a FLASH appears, it signifies a sudden shift in reality.

Transformers:

EARLY AUGUST, 2038

DESTINATION: UNKNOWN.

Music touched his audios. Sweet soft music. Galvatron knew it by heart and he quickly found himself humming to it.

The music came from a piano. A dark-skinned human played it ever so sweetly in an old empty theater.

Megatron had searched high and low for the traitorous Starscream and his wretched new Combaticons.⁽¹⁾ No success. Not in several days. And in the search, their trail led to an older part of Central City where the railroad moved up toward Portland. That was where he heard the music.

*THE AUTOBOTS ARE AS MUCH YOUR PEOPLE AS THE DECEPTICONS.*

"That's idiocy!" Galvatron's subconscious shouted back. "We're not Autobots! Not made of the squishy-soft substance they are! We are warriors! We are invincible! Keep your plans to yourself!"

*AND I THOUGHT WE WERE MAKING PROGRESS! THE AUTOBOTS ARE AS MUCH A PART OF YOUR RACE AS THEY ARE OF THEMSELVES. WHERE DO DECEPTICONS COME FROM, GALVATRON?"

Inside the Decepticon glowered at nothing. "All a part of your precious plan, no doubt! Pfft! You're no better or different than Unicron."

*AS IF I HAD PLANNED YOUR DILEMMA! AS IF EVERYTHING THAT HAS HAPPENED TO YOU WAS PART OF SOME GREAT DIVINE PATH! LET ME TELL YOU, OH GREAT MEGATRON, LEADER OF THE DECEPTICONS, THAT NOTHING I HAVE PLANNED HAS GONE RIGHT! I CAN ASSURE YOU THAT NOTHING HAS BEEN RIGHT SINCE PRIMUS ALLOWED THE QUINTESSONS ACCESS TO VECTOR SIGMA! THE ONLY THING THAT HAS GONE RIGHT IS THAT A LITTLE GIRL PREVENTED TWO CRAZED AUTOBOT LEADERS FROM KILLING EACH OTHER!*

1985, Earth:

The music wafted back. Primus, what was it about that piece that enraptured him so? That piece, as much a part of his soul as his own name. Megatron followed the sound like a bee to a flower and managed to sneak into the theater undetected. And the human female kept playing just as though she didn't hear a thing.

Then she stopped.

"No." Megatron whined. "Please, continue."

She wasn't startled. "I can't. I haven't finished the rest."

"I know this piece." Megatron advanced, but kept a respectful distance. "I have heard it millions of years ago."

She smiled, almost laughing, he thought. "Then the music means something to you. It doesn't really exist."

"What do you mean?"

"I mean, I made it up. I made the theme up. You won't find anyone else who has made this piece."

"I've heard it before. I'm almost certain."

"Then, I will finish it and when I do, I can send you a copy."

*YOU WELCOME NON-EXISTENCE BECAUSE YOU KNOW WHAT COMES AFTER YOUR LIFE. SO YOU, IN YOUR ARROGANCE, CHOOSE TO BELIEVE IN NON-EXISTENCE. BUT I WILL TELL YOU THAT THERE IS NO SUCH THING. NOT FOR SUPER CREATURES. NOT FOR SENTIENT. TIME MEANS NOTHING TO THE SOUL, BUT THE BODY IS MARKED AND DATED. YOU ARE ALMOST OUT OF TIME.*

2017, Cybertron

Entire planets blew to pieces, lives, millions and millions of them marred his soul. Every time he turned to recharge, he heard their screams.

He murdered his own people. His joints ached continually.

He reprogrammed Autobots. His blood was infected with a rare untreatable rust disease and he had to filter the impurities in his body once a week or the disease would cause him to go deaf and blind.

He murdered Optimus Prime and later Rodimus Prime. He was reminded of the deaths of Sentinel Prime and Imprintess and his face was twisted and deformed from a Quintesson Phase bomb.

The rust disease forced some of his joints to fuse so that he had to bend over like an old human female suffering from osteoporosis. It didn't matter what the technicians and doctors did, the problems simply came back right after treatment. No tests, or inventions or miracle cures helped. He had become a hideous disfigured mechanism. His own people dreaded to look upon him.

*THE BODY IS MARKED AND DATED. YOU ARE ALMOST OUT OF TIME.*

Once he and the Sweeps went out on a blood hunt for three turn-coat Decepticons. He discovered how Soundwave, Doublepunch and Pretender Carnivac were running a railroad for fleeing Autobot slaves. At his command, Soundwave and Doublepunch were instantly beheaded without so much as a trial. Carnivac escaped and for days and nights they hunted him throughout all Cybertron. One afternoon, Galvatron stood alone in his tent, mapping out the next coordinates for their search when the tent became terribly cold and silent. Above him hung three Quintessons the likes of which he had never seen, but recognized nonetheless.

"THE DEADNESS OF HIS MIND IS PERFECT FOR THE EXPERIMENT." Face of Death announced.

"EXCELLENT." The strange one agreed. "PROCEED."

And the first one entered him, crowding his mind, thrashing his soul, slashing at him and driving him into a kind of darkness he had never seen. The darkness was horrible. It choked him and made him mentally gag. He couldn't breathe and collapsed, thrashing and screaming, though nothing came from his vocal unit.

Then, oh gawd, then it began to feed off him! Not the body, but his soul! Gawd! He could feel pain as vibro blades sunk into him and the foul thing drank blood he didn't know he had! Despair overwhelmed him and he rolled over face down and wept and begged it to stop but all it did was worm its way further into him and drain him of strength and desire. It fed upon his lust and raped him of his self confidence.

Where, where did they get this kind of power? The Quintessons were never of any real concern! They were weakling cowards! They feared the humans! They were merely scavengers who took advantage of the weak and the stupid! But this, this kind of power was unfathomable and it added to Galvatron's misery. The indwelment devoured memories and stole emotions and rationalities from him. All that which Galvatron built in his soul over the centuries to replace what Unicron's death had taken was gone. All of it was gone and now, once again, he was a naked empty shell. He was devoid of power and self-confidence.

All gone.

THE BODY IS MARKED AND DATED. YOU ARE ALMOST OUT OF TIME.*

3059, Cybertron

And after Cyclonus died, nothing was ever the same. Galvatron retreated into a dismal pyre of self pity. Madness burned his mind and he could not rest, nor was he ever, ever happy. Nothing made him happy. And there was no reason to continue.

So he tried to find death and to his horror, one suicide attempt after another failed.

FAILED!

His physician once joked that whatever plagued Galvatron was determined to keep him living too. Galvatron had him beheaded for it.

Two nights later, Galvatron woke in the middle of the night to find the robot physician's head hanging in the air staring at him.

But it really wasn't there, according to Galvatron's personal guards. Nothing was there. But night after night after torturous night Galvatron would wake to see that head just hanging in the air, staring at him with dead optics.

It never left him.

1985, Earth

She smiled, almost laughing, he thought. "Then the Music means something to you. It doesn't really exist."

It brought him visions of color and power. Where waste and desolation lay, the Music brought beauty and life. Where despair reigned in the heart of a war-weary people, the Music promised vitality and comfort. The Music was the soul of the Decepticon Empire.

Then one day, if faded. Hidden by a darkness and Megatron mourned, longing to hear it again. And for once, just once, he heard it again on Earth. It was the one time of few he did not crave a violent confrontation with the Autobots. True, he had other problems at hand: mainly a certain air commander who just couldn't channel his power lust elsewhere.

And Galvatron remembered he heard it again just after Optimus had cured the Hate Plaque.

Where was the Music? How was he hearing it now? Where did it come from? He longed to find the source, to always keep it with him. It called to him. It spoke his name-both his names in a language he could not fathom.

TIME: SEPTEMBER, 2038

DESTINATION: PLANET TARSUS, PAKALINE SYSTEM

Galvatron stirred. The visions left him cold and he held himself, sitting in one position for the longest time. What horror! Imagine, being fed upon by a Quintesson! Or living with waking nightmares everyday of your life! Imagine, he, reduced to a level so desperate as to keep a corpse for company!

He moaned sadly, burring his face plates in his hands. It was no dream. It was a warning.

The Music came back to him and he rocked where he sat, remembering the tune, ingraining it into his subconscious so that he would never, never forget it.

Suddenly he gasped. Yes! He was sitting up! He realized the pain was gone, completely! A cheerful blue sky met his optics. A soft warm wind touched his exostructure and a sun, a sweet bright sun warmed him, welcoming him to a beautiful planet. The song of birds hit his audios and Galvatron drew in air, smelling the trees and the plants and nearby water. Everything was real!

He stood and found his body intact-minus a cannon. Not even the connectors for the powerful weapon were present in his systems.

He glanced about his surroundings, no longer finding himself on the god-forsaken asteroid. He stood on the soft blue-green grasses of Tarsus in the Pakaline system. While he was still light years away from Cybertron or Earth, he was in a place where he could feasiblely attain a shuttle and return. Excitement, no, joy touched the former Decepticon leader. He should have died and did not.

Another chance at life?

Why?

He thought about it for a long moment. The vision mentioned something about Optimus Prime. So odd, the Decepticon thought to himself. His whole life has been centered around his arch enemy.

Galvatron threw that thought away. He could no longer afford to consider Prime his enemy. He would have to start thinking in other terms.

With that in mind, the Decepticon set out in search of the nearest town.

* * *

SEPTEMBER, 2038

SPACE STATION URITHMO, VIRGO SYSTEM

Galvatron had never worn clothes outside his ceremonial cloak and even then, he had never used it outside Cybertron. Now he found concealing clothes have become his only means of safety in a galaxy full of head hunters. From under the cover of a cowl, he peered carefully through a night club full of aliens. Conversations ranging from personal family problems to rumors over wars and treachery touched the Deception's sensors. A musty scent filled the room and Galvatron reminded himself to seek information elsewhere next time.

In a darker corner sat two ant-like insectoids munching on live worms and chattering away in their own click language. Galvatron inadvertently made his way toward them, trying to be as inconspicuous as a Deception could be. He adjusted the belt round his waist, feeling a bit absurd. He was still unaccustomed to wearing cloth.

One insectoid finally gave him some consideration. It clicked and chattered then clamped a pincer over its mouth and laughed. It plucked up a collar and slipped it round its neck. "Forgive me, Deception. I forgot you Transformers do not speak our language." The collar gave no voice inflections, sounding more like a bad imitation of a robotic voice.

Galvatron winced at the names. He hoped no one else heard the fool speak. "I've come to buy information. He promptly stated.

"To the point!" the first alien sounded. "I like that in any species. What would you like to know?"

Galvatron measured his time. Sometimes informants charged by the minute, others by the information. "I need news of Decepticon activities."

The Insectoids glanced at one another. The second scooped up another spoonful of worms and crunched noisily. The first took a sip of liquid. His antenna concentrated wholly on Galvatron, sending a slight chill down Galvatron's infra spine structure. Even he found it hard to keep his composure before these two.

"Activities? There's a list about a parsec long. Ahh, Skorponok's been eyeing a target on Charr. He has intentions of re-energizing the life core of that planet so as to create a new generation of warriors."

Galvatron stared in silent disbelief. So, the Decepticons made it back to this part of space, too! But how long ago? And how? "How much?" He asked coldly.

The Insectoid waved a pincer away. "Don't worry about it, Galvatron. It's hardly worth the expense. Everyone knows that."

But Galvatron was no charity case and he refused to be treated as such. His face plates tightened. "Then tell me something that is worth my expense." He growled.

Now he had the other Insectoid's attention. The first one blinked its huge mantis-like eyes and a sense of respect seemed to cover its face.

"Very well. The Quintessons have attacked Earth in an attempt to regain their marketing superiority among the more powerful races. Their plan is to use Earth as a new home base--"

"What of the Autobots?" his innards had frozen with the bad news. But he dared not show it. Not to these two.

"They don't have half a chance. The other Insectoid responded carelessly. "Really, they can't even contact their interplanetary basses let alone Cybertron. Seems the Quintessons are determined to destroy all Transformers, starting with the Autobots."

Galvatron's optics narrowed in thought. "Is that all?" he asked sharply.

The first Insectoid considered him coldly and dumped a spoonful of worms in its mouth. "You mean outside the fact that Skorponok will soon be challenged for leadership of the Deceptions?"

Galvatron set his fists on his hip plates and gave a dangerous look. "Who?" he sneered.

The Insectoid shrugged. "Some freakazoid named Psyklenox"

Galvatron stared. No words. No expression. He just stared. The insectoids crunched away at their meal, acting as if the information was just another event in a weary age-old war. But Galvatron knew they knew that the turn of events was anything but ordinary. Someone punched a wrong button, as it were.

He produced a small crystallized chip and set it in front of the insectoids. "The pass word is 'fatal." He told them. The first Insectoid plucked it right up with his pincer and examined the key to Galvatron's personal bank account. It rolled one large eye toward him, seeming impressed. "On Tiax, too. Thank you, Galvatron. Doing business with Transformers is always a pleasure."

Galvatron said nothing and walked away.

NOVEMBER, 2038

PLANET ZALADIAN

Galvatron had traveled through three stargates before finally arriving at Zaladian. The wet murky planet reminded him of a city in England on Earth-always wet, cold and foggy. Or was that San Francisco? Was it Portland, Oregon? He shook his head. His attention was wandering again.

The streets on Zaladian's largest city stood mostly deserted this time of night. The tall street lights glowed an eerie yellow light, penetrating the fog with not much success.

He was being followed. In fact, for the last three planets, he had been followed. He thought he'd loose the 'shadow' back in the jungles of Kleckark. But either he had become very sloppy, or his hunter was very good.

Much to Galvatron's dismay, it was pretty obvious Skorponok knew he still lived.

The former Decepticon leader rounded the corner of a stone building and leaned against the wall. He had not refueled in a week and tried to conserve as many resources as possible. It was a long way to Earth and the journey had been very dangerous. He shut off his optics, tuning his audio receptors to everything around him. All seemed deathly still. The chill of the night clung to those areas not protected by his long cloak.

He felt miserable. He had no one to speak to in weeks--or was it months, now? How he had taken so much for granted! Why? Why didn't he realize all this before? Why didn't he understand so much before? Lately Galvatron had taken note how he had been able to see and hear everything so much more clearly. Every little detail failed to escape his notice. In the jungles of Kleckark, he often found himself pausing to stare at the beauty of the planet. He found himself enjoying the scenery. He liked to watch the sun find its way past foliage, falling on the ground in soft beams of light. He would stop and watch the wildlife, how the parents would care for their young. He listened to the music of the birds . . . everything came in so clear, so brightly. Even here on this miserable wet planet, Galvatron saw beauty. He activated his optics. The fog rolled along the ground, as though pushed by an invisible hand. The light touched it, softly adding a blue shade. The buildings stood on either side of the cobbled street, creating a wall, enclosing the fog, guiding it to wherever the street ended. The cold air came sweet, moist and pure. Galvatron thought he could reach out and touch everything.

And how he was able to see and hear and feel so much was beyond him. Except . . . except he was no longer angry. Something had happened to him on that asteroid. Something special. Something that was nothing short of a miracle. He needed to share it with someone. He needed to talk about it.

A rock crunched under someone's metallic foot and Galvatron reached for his gun. He held the weapon tightly. He would BLOW the idiot away!

No.

He needed to know who was following him, first. Galvatron became annoyed at himself. That sounded like something Prime would do!

Silence.

Galvatron set the gun for minor injury. Forget stun. Decepticons were pretty much immune to it, anyway. Ha, ha! That always threw Prime off!

Another crunch. Galvatron swiftly swung around and fired blindly. A small explosion sounded and someone groaned, falling. Triumphantly, Galvatron dashed over, wrestling until the 'shadow' surrendered. The Decepticon dragged its wounded carcass into the light and hauled it up to meet--

"Cyclonus!"

Galvatron's power core froze.

Cyclonus looked guilty as charged. He scowled and rubbed an injured hip strut beneath a black cloak. He bowed his head in submission until Galvatron released him and stepped away.

The former Decepticon leader stared suspiciously at his former second-in-command and set his hands on his hips. "You've been following me."

"Yes, Mighty One."

"Well!" Galvatron snapped, "You can go back to your new master Skorponok and tell him if he wants--"

"I'm not from Skorponok, Galvatron." Cyclonus leaned on his good leg and stared at his former companion like a lost puppy. "I was not there. You sent me out on reconnaissance. Remember? I did not know what was occurring until I returned."

Galvatron opened his mouth but nothing came out. He shut it, trying to decide where to go, what to say from here. He frowned and glance away. His optics caught movement by Cyclonus' feet and with a second glance noted the fluid his friend was losing. He stared into Cyclonus' optics. "Why are you following me?"

"Where you go, I go." he answered simply.

Galvatron looked indignant, even cross. "Did I ask you to follow me around like some sort of slave?"

"No, Mighty One."

Galvatron lost his anger, if there really was any to begin with. He shook his head. "Go back to the Decepticons, Cyclonus. I am no longer among them."

Pain entered Cyclonus' optics and Galvatron could not tell whether it was from his rejection, or the wound. "Galvatron . . . you are a part of me. Where you go, I will-I must follow."

Galvatron glared and turned his back on his former friend. He walked some yards away. "I'm going to Prime, Cyclonus." he said without looking. "I'm a traitor. Go back."

Thump.

Galvatron glanced over his shoulder. Cyclonus had fallen to his knees, a puddle of dark fluid began to spread over the street. But what touched the Decepticon was how Cyclonus had covered his face. Everyone claimed Cyclonus had no personality, no emotion. But they were all dead wrong. Cyclonus was the most emotional person Galvatron knew. He knew Cyclonus wept on Torchulon when the Avalia tried to remove Galvatron's sanity by removing his mind.

He paused. Taking Cyclonus would mean certain death for his friend who could still find a place in the Decepticon ranks.

Still, he could use a friend.

The Decepticon approached his friend and knelt before Cyclonus, meeting him optic to optic. "I am returning to Earth, Cyclonus." he said softly, "I am going to Optimus Prime. I don't want you to take part of my guilt. I am dead as far as the Decepticons are concerned. I must remain that way."

"Galvatron," Cyclonus' voice strained and he trembled. "Don't leave me here."

Galvatron studied his companion's face, noting with puzzlement what he thought to be tears. He touched Cyclonus' face, smearing the liquid, spreading it over his fingers with his thumb. No. He has heard Cyclonus cry. He just had never seen him cry.

And it was said Decepticons never cried.

Galvatron took Cyclonus' position into account. If he went back to the Decepticons, Scourge would somehow find a way to frame him. Galvatron never liked Scourge or his filthy pet-playmates. He always suspected a power play ensued between Scourge and Cyclonus. Cyclonus never seemed to be afraid of Scourge, even when Galvatron taunted him with the idea of being replaced by the jerk.

Little by little Galvatron weighed a great deal other things in his mind. He abused Cyclonus. He tortured his second-in-command. And here Cyclonus was, still wiling to follow without compromise or expectations. No strings attached.

Galvatron laid his hands on his friends arms. Cyclonus was cold to the touch-a sign of weakening. The Decepticon took to his feet and helped Cyclonus to his. "Come." he said softly. "Let's get you out of the cold."

* * *

FORTRESS ZENITH, MARS

The star bombs left the city shaking, their brilliant light bounced off the shields, but with each bomb, the shield's energy faded further and further. Optimus could feel the city panicking. He turned to Redial, optics quite stern. "Redial, send a message to Strike Back. Tell him I want all available personnel to the shuttles at once. No one will get out of here alive if we stay and fight the Quintessons." "Sir?" Redial meekly returned, "All comlines are off line. I'm afraid-"

"Then go to him and tell him in person, Redial! I don't have time for other suggestions!"

"Sir! Yes sir!" The communications officer scurried away. Optimus could hear him break for the elevator. The Autobot leader shook his head. The shields should hold for another several moments. Suddenly a bomb slammed into the building, pushing the entire structure to the left, sending Prime and his whole office against the south wall.

They were people without faces. Where they came from, telepathy was their expression.

The emergency light shot on and the Autobot leader came out of a momentary lapse. The building wasn't tilted enough to throw everything his way, but the desk looked like it was ready to pounce him. His office seemed alien to him at the moment almost as though . . . no, it wasn't his office. It wasn't his desk. Something else was there. Something else was lurking in the building.

His laser core stopped vibrating for a long moment. Outside he could hear ships zooming left and right, firing at everything in their sight. Down the streets he could hear infantry marching-marching without feet, he thought.

Primus, no! No!

Prime forced a path to the doorway, cautiously keeping close to the wall.

"Commander?" Quasar's slight voice piped from his right. She had to walk up toward him, also hugging the wall. "Sir, I tried to get a hold of you over intercom, but it seems-"

"Yes." Optimus impatiently replied. "What is, Quasar?"

"Sir, I think the shuttles are ready."

"Think?"

"Yes sir, uh, the Speedster's trying to give us some trouble. It's complaining of bad couplers and a negative gyro. I told it the components would have to wait-

Prime cut her off suddenly. He became keenly aware they were not alone. He listened intently, faintly hearing the sounds of battle outside the building. But it was more than the battle at hand. Something was watching them. The Autobot leader glanced all around them, searching through the dim emergency lights, trying to make sense of the shadows cast by their eerie glow.

"Sir?" Quasar whispered. She waited, watching his odd behavior. "Optimus?" She dared, though had anyone else been there, she would never have called him by his first name.

Prime's instincts, unfortunately, proved true. Something folded out from the seams of the wall in front of them. Horrified, Quasar stepped back, chocking a cry. It unfolded its body like a three-dimensional jigsaw puzzle and stood just a little taller than Prime. Its body resembled more a stick figure with terribly long legs and no feet. Its arms were equally as long, ending in two long fingers and an opposing thumb, all tapering into lethal claws. It had a chest that resembled many Transformer's chest pieces, shoulders that swung upward in sharp points and a head, divided by a fold like a mask, a pair of horns swept up from either side and the creature had no face.

Optimus pulled Quasar back, protecting her with his body. He watched the thing stare at him for a long precarious moment. And he wondered if he could moved fast enough to target its vulnerable neck before it decided to strike.

Nope.

It slashed out and Prime ducked, dragging Quasar to the floor with him. He jumped like a cat, again dragging her weight like a doll and swung around, remembering never to turn his back on an assassin.

It came right for him and he punched it, sending it straight into the bulkhead. It disappeared into the wall and the next moment slipped out the borders of the floor and walls. With a shriek, it came for him and again Optimus gave him a power punch, sending it sailing through the air.

The creature rebounded, bouncing from wall to wall to ceiling, attacking with all its might. Optimus ducked but wasn't fast enough for the next round and he was rammed into the ground. He rolled with the impact and back-rolled with his enemy. Prime struggled to recover enough from the attack to get an upper hand, but the creature moved with unrealistic speed and slashed the left side of his face. It aimed another slash but Prime caught that attempt and twisted its scrawny arm and gave it a body slam. He back rolled to his feet and drew his weapon from subspace, all his senses intently aware of the thing before them.

But it did not attack yet.

In silence it pointed to Prime. Images flashed though his mind at lightning speed. Battle after battle reminded him of the blood baths he survived. Time after time after time after . . . And no one knew when it was going to end. Drem, Tortim, Cratis, Prakdom du'thrzh Three, Simindar, Uvis, Sanjer . . . Mechlatex.

A treaty signed by the elders forced him to comply with their wishes. Four hundred Autobots died in two days and he did nothing.

Nothing.

They invaded Cybertron and more Autobots died or were reprogrammed as Decepticons. More lives, more damage to a dying planet.

And he did nothing.

Should he not answer for those crimes?

Prime gently pushed Quasar aside. "Yes." He answered in a whisper, though something else inside screamed at him that he wasn't to blame, that at the time the treaty was signed, the Decepticons were fighting . . . he was . . . he was . . .

"Kehm on, Priahm!" Ironhide's voice broke through "This ain't yer fault! Dammit, when 'r ya gonna-"

"What?" He challenged. "Forget it? Forget them? I can't Ironhide. I should have done something."

Ironhide gripped Prime's injured arm squeezing it until the young leader flinched in pain. "There. Ain't that uh reason? Ain't that uh cause?"

"It's no excuse! You don't know how much power I have!"

"D' ya know how to use it?"

He drew breath to answer but faltered suddenly. He melted. "No."

It now stood right in front of him. It had used a mind melding technique to distract him! It drew a hand back, ready for a deadly strike but Quasar drew her weapon and fired several times before it fell. She tried to push Prime down, succeeding only in stepping in front of him and fired again before he yanked her out of the way. The creature snapped to and charged for her.

Prime intervened, kicking the thing right in the thorax, throwing it off its guard. It scampered right back, aiming to leap, but surprising Prime by suddenly shifting and knocking him off his feet. Optimus heard Quasar call for him in fear when the alien leapt on his back and gouged deep wounds in his exostructure. The Autobot leader suppressed his pain and rolled, aiming for the thing.

It jumped to the walls, posing for another strike and sprung when again Optimus smashed it into the bulkhead. It disappeared into the metal.

Prime dashed down the hall, dragging Quasar with him. The building tilted unexpectantly and they struggled to keep their balance. They slammed left when another bomb from outside hit, forcing them to grip handrails and fissures.

Prime turned to her. "Quasar, I want you to go on ahead. I'll cover your escape."

Her optics shot wide. "No! Commander! You have to come with me! That thing is after you! I can't just leave you like that! You could-"

"Quasar!" He snapped. "I can handle this myself. Get to the shuttles! That's an order!"

She hesitated, searching his damaged face for some sign of untruth. But she could not find it. He meant what he said. Her shoulders slumped in resignation. "Aye, sir." She walked away at first, then dashed off, transforming into a sleek silver fox.

It was one less thing for him to worry about. Optimus touched the left side of his faceplate, finding two well-placed gashes leaking non-vital fluids.

The creature pounced him from above and ripped his back down the right side. It scampered away as fast as it attacked, hanging precariously from the ceiling by its wickedly long claws. Prime forced himself up and slammed his back against the wall, forcibly suppressing the pain.

"Sssskkit t'tand dit ch't kicht'ttanitkeekek."

Optimus silently shook his head and tried to ignore his system's internal warnings.

And the thing laughed. "You've gotten a little slow since our last encounter." It spoke in Autobot. It dropped from the ceiling and kept the distance between them. It didn't seemed worried that Prime would either attack or escape.

Silence came disturbing as death. Optimus could hear the battle outside rage. Laser fire shot back and forth, Fineliner transformed and chased something down, aiming a blast and missing altogether.

"You're not a match for me, Prime." The alien's voice pierced the air. "I will take your life and add it to my own."

Optimus did not answer, trying to outguess its next move. It lunged for him and he tried to slam it right back against the wall. But it dodged, slipped around and slashed his left shoulder. The pain threw him against the wall and he remained still for a moment. "I see." The thing quietly measured. It crept toward him, inching like a panther for its prey. "The virus has taken a toll on you. The virus has done a nice job."

Prime struggled to control his breathing and shaking. He channeled his anger into energy, struggling to keep his head clear of irrational thoughts. "Why have you returned? Why have you bothered?" He demanded.

"THEY gave us an offer we could not refuse."

Prime shook his head. "But . . . I thought you would not take sentient life forms. I thought-" he was cut off. Images flashed and burned his mind like acid-death of billions by war. HIS war. He tried to shake his mind of it by telling himself over and over again it was a trick. It was a trick and he should pay no attention to it. It hurt and the moment he forced himself to look up, he found the creature posing to strike right for his laser core. Optimus swung, but the pain prevented him from moving fast enough and the creature hissed and ripped his chest plate, thankfully enough, having no affect on the ceramic plating. But the rims bled.

The alien cursed in another language and back flipped to another wall and came right back for him. Optimus ducked and swung back around as the thing ricochet like a bullet. Prime's arm swept in a powerful stroke and moved fast enough so that the thing again kissed the wall. It rebounded and used the momentum to grasp the ceiling and came right back for Optimus. Prime leapt out of the way with an impossible handspring.

But he was wearing down and Optimus found himself trembling. He backed into another wall and stood there for a moment, commanding his body to adhere to his demands of alertness and control.

It watched crouched like a predator, studying his every move. Its head tilted now and again, observing his breathing. Its long claws softly scraped the metallic flooring "In order to do what we need, we must eliminate the chain of command." Its voice came soft in his audios. "Eliminate the chain of command and the Autobots will fall like a group of lost children. Then, with the destruction of the Matrix, we can eliminate the spirit of the people and a little at a time, feed off their souls until there is no sentience whatsoever. That, Optimus Prime, is the plan."

The Autobot leader shook his head. "You can't take what you did not give in the first place."

"How do you know we're not the ones who endowed your kind with n'shmah?"

"I know."

"Ah! The Matrix told you! Yet, you and I both know the Matrix has flawed memories. Oh yes, I am aware of a great deal many things. Most my people are. I am aware that you will kill me today. But I'm unconcerned. We have everything planned out right to the moment."

"To the moment, you say?" Optimus spired. "What of the time flashes? What about the windows? Have you accounted for those?" Pain and pressure pushed their way through his brain casing and the Autobot leader gasped and struggled not to fall to his knees. He Reached for some shred of strength and grasped it just as the alien lurched for him.

Prime gave it a powerful back-handed slap, only strong enough to knock it down, but not back. It kicked him off his feet and pounced on top, securing his powerful arms to the floor by embedding its claws about his hands to the floor. It firmly gripped his sides with its legs and set its forehead against his. Power drained from his back and he could neither moved nor cry out.

For several long seconds, he struggled against it to no avail. He mentally retreated, finding it chasing him through his mind until he Reached deeply into his consciousness and drew power from the Matrix.

The alien whispered then whined then wailed then screamed. It sat up, hissed and bit his shoulder deeply before struggling to free itself of him.

Optimus kicked it right in the middle, smashing it against the wall. It hissed and sunk all its claws into his sides. Prime moaned this time, really feeling the surges of pain it sent into his body. But that did it no good. Prime suddenly grabbed it round the neck, and yanked it out of him, slammed it on the floor, dragged it up, slammed it into the wall this time cracking its head. It hissed in pain and tried to spit a stream of black ooze at him.

Optimus unceremoniously broke its neck.

LATE OCTOBER, 2038

ADYNE (EARTH) SYSTEM, OUTSIDE OF PLUTO

Galvatron and Cyclonus entered the Earth system with extreme caution. If they were here already, the Quintessons would have every nook and cranny of space heavily guarded. They approached and passed the first outpost with no problem. The eerie thing was that they saw no activity there. No lights, not so much as human movement anywhere. They crossed the Voided Space, an area considered off limits because of high ion activity. Being Decepticons, it never bothered them. From there they arrived at the Pluto Autobot outpost and lightly landed

Neither Human nor Autobot inhabited the solitary building. Cyclonus and Galvatron examined every room, finding clues of struggles, traces of energy marks left by the Quintesson lords and one unmistakable bloodied imprint of a human splattered against a bulkhead.

"Seems they were all taken by surprise, Galvatron." Cyclonus reported from the Observation deck.

Galvatron did not answer him right away. Down in engineering he shuffled through electronic newspapers and magazines. He glimpsed over digipads and discovered several unused energon cubes. He found a video camera still operating and retrieved the disk. "Cyclonus," he called over their comlink, "join me downstairs."

The two sat in chairs, slowly taking in the tasteless (to them) Autobot energon. At first the video disk showed nothing significant. One Autobot played chess with the computer while a human female scribbled something on paper. Later, the Autobot left and the female 'interfaced' with a human male. Both Decepticons made faces at the display.

"Humans are such disgusting creatures." Cyclonus muttered.

Galvatron did not add to the remark. They observed as another Autobot came in later, checking and rechecking some readouts. "I dunno, Sandstorm," he reported. "Somethin' was out there, then there weren't nothin'."

"Just keep an optic out on check." came the reply. "Could be a meteor."

The Autobot turned toward the video camera when a flash of light flooded the room. Galvatron stopped drinking and stared intently. The Autobot reached for his weapon, but was shot on sight. A Quintesson lord floated over the body and touched the comm button. "All is clear. Proceed with Phase Two."

Galvatron stretched and shut the video off. His optics held Cyclonus sternly. "They've gotten a hold of phasing technology and are using it to transport over long distances."

"Gating?" Cyclonus guessed.

"No. The transport of an entire army into one location all at once, Cyclonus. We'll have to be careful when approaching other planetoid bodies." He waited, reading his friend's face.

Cyclonus stared at the silent console. No expression. "How do you propose to find Optimus Prime, Mighty One?" he asked, adding the tittle by habit. "If the Quintessons have complete control of this system."

"I will find him." Galvatron assured him. He himself didn't know how, but he knew he would find Prime. Perhaps in pieces, but alive.

Several days later they entered Jovian space, sneaking around fourteen Quintesson ships. To Galvatron's dismay, the 'floating bags' were busily constructing a space station out of their ships. Actually, the Quintessons weren't doing any of the work. Humans and captive Autobots (a few from the Pluto outpost, the Decepticons noted) were doing it all for them.

Nothing changes, the former Decepticon leader thought dryly. He and Cyclonus watched as Quintesson guards executed several humans by mercilessly removing their space helmets. The guards laughed. But Galvatron didn't think it was that funny.

Nothing was ever that funny.

They landed on Phoebe, one of Mars' little egg-shaped moons. There wasn't so much as footprints on the tiny twelve-mile moon. The two Decepticons observed Mars as best they could from orbit. a strong windstorm blew across the planet's surface. Galvatron stood from his crouching position. He remained deadly silent and his companion stepped beside him.

Cyclonus said nothing for a long time. He waited until he felt he could not be patient much longer. "Is he down there?"

Galvatron's optics glowed. "He must be." He could feel Cyclonus staring, wondering why he hesitated. Galvatron himself was uncertain. He didn't know what to expect from here. Would Prime fire on him at first sight? That was a stupid question, of course he would! Galvatron smiled inside. He would too. Still, he and Cyclonus were considered unarmed, even by Human standards. They really had no weapons to boast of. And if he went in empty-handed, Prime would most likely be willing to listen. Optimus Prime was so predictable!

At first Galvatron thought that was funny. Then he changed his mind. No, it wasn't funny at all. It was . . . wonderful. It was wonderful because he could count on Optimus Prime. He could trust Prime to be the same in any situation and for the first time in his life, the former Decepticon leader was grateful to Optimus Prime's immutable nature.

Six dark triangular ships ripped the metal flooring with twin pulsar-phase cannons mounted on their wings. One building after another blew, spewing glass and metal shards. Autobots and humans alike scurried like glitch mice in every direction. The noise was deafening, the scent of burning metal and flesh (from the humans) filled the air with an unpleasant rotting smell. Buildings shattered and roadways crumpled like pie crust. Autobots scampered out of the inner city area, leading the majority of the attackers with them, trying to draw the battle outside the fortress city.

Optimus landed in the thickest part of the battle, ordering the Clones in bizarre maneuvers through the enemy line, executing moves only the two could pull off without breaking their timing.

Strike Back slipped beside Prime as he snapped in a recharging unit on the underside of his twin-barrel plasma rifle. "Looks like they've started a party on our property and brought their own bouncing boys, Prime."

Finally Prime turned to his city commander. "Strike Back, we will have to leave Mars. I've already ordered Quasar to take a shuttle and depart-"

Strike Back's mandible dropped. "L-leave Zenith? But that's absurd! We can fight these things. We just need better fire power, that's all."

Prime glared at him. "These ships are the first attack, Strike Back. The Infantry will be next. The Destroyer Class will follow shortly and we do not have the fire power to combat the Destroyers."

We can lick these things!" Strike Back insisted. "Well pull the Walker defenses."

Optimus didn't get to punch Strike's lights out like he wanted. A spark of light caught their attention and a 'Destroyer Class' attacker phased in from nowhere. Optimus kissed the ground, pulling the idiot city commander down with him. A laser struck out and obliterated the wall behind them. Optimus dared a glance, but did not get back up. Strike Back sat up and gasped, his optics bright with fear and horror.

"Primus!" He whispered.

The four-legged creature resembled nothing the young Autobot had ever seen-even in Earth movies. It had an insect-like design, but clearly portrayed an intellect not to be underestimated. It, like the assassin Prime fought earlier, had no face. It shrieked and a pair of pincer-like devices snapped out from the sides of its face. It charged for them.

Optimus leapt to his feet and pummeled into the thing using both his fists. The creature squalled, flipping backwards from the incredible impact.

Prime expected Strike Back to finally turn tail and run, but the commander chose to remain and fired at the creature, missing (?) And aimed again. But Prime grasped him round the neckline, dragging Strike Back to stare him in the optics. "Get my people OUT OF HERE, Strike Back!" Prime grounded dangerously.

Strike Back whacked Prime's grip off his body, trying to look as angry as possible. "You think we're going to escape through those things?"

It scampered back to its feet and charged them once again. But before Prime could give it another 'loving' blow, a laser shot past him and hit the creature in an area between the neck and the chest. The creature's head fell dead off.

Prime and Strike glanced behind them and found Tempest, a femme triple changer smiling at them. "It isn't everyday I get to save my own bosses." She cooed.

Prime did not give her any further recognition. Not because he was being hard-nosed, but that she was smug enough. "Tempest, we need to set the Walker defenses to afford everyone else time to evacuate the city."

Tempest hopped from the roof of what remained of a nearby crushed building. Around them thunderous sounds of bombs echoed and bounced from one side of the fortress-city to the other. "That's what I came to tell you, Commander. Walker-defender number three is toast. I think we can still activate the other three. But I'll need cover fire."

Prime nodded. "Strike Back, take up the western front. See to it that SOMEONE gets off this planet."

Strike Back finally agreed to that and he and Tempest transformed. Prime followed the white saber-toothed lioness that was one of his security officers. She dodged laser fire like a pro, leaping more from one wall to another as much as she ran over the damaged metal flooring. Prime drove in auto mode as far as he could before having to transform to alternate mode and dashing behind, covering her by drawing most of the invisible attacker's fire to himself.

Leaping down into a plaza, Tempest landed in a large fountain. The pool of water now mixed with Human and Autobot blood swished about her feet. She approached the centerpiece with little difficulty and manually pulled the arm of a dancer-statue down. The statue, a graceful humanoid female danced beside a sea monster, separated from the monster and a monolith rose up between them.

"Oww!" Tempest started more in surprise than pain. Her hand had been seriously damaged and gazing right at one o'clock, she faltered at the sight of a gigantic Destroyer Class alien staring down right at her.

Optimus leapt to her rescue and fired at the thing's neck. "Are you badly damaged?"

"Well . . . I think I can manage." She said that just before her hand snapped with broken wiring and leaking fluids. She flinched in shock and pain. Optimus swiftly laid a hand on her and most of the pain fled. She stared at him in surprise, but he did not return her stare.

"Transform and cover me, then." He ordered.

Her surprise was such that she almost didn't hear him. But she quickly complied and used her alternate form to harass the monster above them by sending two plasma-acid rockets its way.

Prime entered a three-coded sequence of numbers and yanked out a sheet of metal from between two slices of stone. The stones slammed together and the whole fountain lit up to indicate the defense sequence was on-line. Three towers on the floor above them rose like dark gods awakened by the disaster. The movement drew the Destroyer's attention and it watched as they unfolded into three insect-like robots. The fortress' intercity defense system was a surprise he and Roddi cooked up a long time ago.

The three Walkers attacked a group of Destroyer Class, smashing them like so much glass, the outer shells cracked and leaked a dark fluid.

A thunderous roar shot through the city's damaged walls and a light shot upward. Prime and Tempest watched with relief as a shuttle shot right out of Mars' orbit. It was soon followed by a second shuttle, then a third. For a few moments, it looked like the Autobots would finally get the upper hand. Optimus could feel Tempest's hopes rise as the creatures all around them were easily crushed under the tall structures of the robots towering above them.

"Tempest," Prime called quietly, "let's go."

"Why?" She asked innocently. "It won't be long now, Optimus. I mean, they're being destroyed right in front of us."

He didn't answer her, taking her by the arm instead and leading her toward the nearest shuttle. She kept glancing back, watching with glee as the Walkers slashed the remainder of the destroyers. She couldn't understand her leader's odd behavior, but she followed him nonetheless.

Then she discovered why he insisted on leaving the area:

Two Destroyer Class aliens phased in and the moment their bodies attained solidity, they grew in size until they were the same size as the Walkers and she cried out, staring in terror as the battle turned.

Prime grabbed her and dashed. They dodged laser fire and flying objects as the city rocked and other buildings fell, metal shards and whole bulwarks slammed into the ground all around them. One wall came screaming from the sky and Prime just barely dodged as it crashed right in front of them. The moment it landed, he jerked the femme behind him and made another mad dash.

"Optimus!" She cried, "Stop! We can find a place to hide instead!"

He stopped dead in his tracks, blue optics blazing. "Can you hide from the wind, Tempest?" He snapped. She could not answer him, even if she had time to do so.

A light flashed in front of them and two Destroyers and an Assassin phased in. The Assassin pointed at Prime. "T'cht drom." It ordered.

The Destroyer-class alien to the left lunged and Prime dodged the attack and called his rifle from subspace. But his shot bounced off it and it shrieked and rammed him into the nearest bulkhead. Optimus hit it too hard, losing his senses for a moment. It swung its head and tried to nail him with unbelievably long teeth. Optimus just barely moved out of its way before it snapped its jaws shut. It tried to bite him again and Optimus punched it in the 'face', its head merely rebounding as though connected to a spring.

Prime rolled back over his shoulder and fired at the monster, aiming at its face where he assumed the eyes might be.

No good. He cussed in his own language and tried to dodge as it attacked him again. Tempest aimed several shots and found even her plasma-acid pellets did not faze the dark four-legged creature. Optimus stood between them as though trying to protect her from possible attack.

"Run." He told her quietly.

"I can't leave you!" She whispered back.

"Just do it, Tempest. They're not after you."

Had she done what she was told, they might have had half a chance of another mad chase through what was left of the damaged beleaguered city. But an Infantry Class leapt from above and landed on her. The attack distracted Prime and gave the Destroyer a chance to attack him. It slammed him into another wall and he found recovery slower than he needed. He rolled when it actually fired at him from a set of pincers. The pincers snapped back and Prime kissed the ground, rolling for his lost weapon.

One tapered leg pierced clear through his left arm, scraping the ground from the other side. Rather than screaming in pain, Prime converted his reaction into a forcible kick to its underside.

It squeaked in surprise and pulled off just before the Assassin stepped in and added to the gash in his left face plate. Prime didn't even see the alien move. He started to move to his feet when the thing struck him again, this time on the neck, inserting a small needle. The Autobot leader fell to his knees, trying to grasp it. But the foreign object wormed its way into his exostructure and began to change the composition of his life blood.

"We have what we came for. Kill the femme. She is useless. We will take the Prime Unit back to our allies."

Optimus tried to attain enough resolve to beg for her life, but nothing would come into words. Her scream was muffled as they ruthlessly tore her body apart. Optimus shoved his mind far away from that silent cry of death. But he felt a cold blackness touch him. The Matrix felt the death and he took that pain.

Another Infantry Class joined the first one and they dragged him to their destination.

Optimus had hoped to buy his people time to escape, but it seemed that once again the Quintessons had out-thought him. The aliens pressed forward in their resolve and he gazed atop a level as a troop marched across the Northern R and D Square like walking tweezers.

The day slowly came to a close on Mars. In about six hours, the aliens had made a disaster of much of the city, hacking buildings down like so many trees. Plasma fire had lit part of the fortress, producing a soft blue-green light that grew as daylight died.

For a few minutes, Prime managed to walk under his own power, but he lacked the strength to fight and escape his captors. He staggered suddenly and leaned against a damaged bulkhead. Dizziness assailed him and he fought for consciousness. It felt as though something had struck him hard, although he felt nothing touch him physically. For another brief moment, he thought his exostructure burned, leaving him trembling.

He weakly shook his head and tried to concentrate.

<<Ru s-s-s-ti . . . >> he thought. <<Rusti . . . Stay with me.>>

He tried to shake his head of multitudes of visions that flashed through his mind too quickly. Something about an equation and something that wasn't finished. Something of great sadness and . . . she cried. She cried.

He Reached for her, not realizing two Infantry were dragging his weakened chassis into a cleared area within the city. All around sat and stood wreckage and debris that was once the great fortress city of Mars; a promise of prosperous trade and friendly relations with other races throughout the galaxy.

They shackled Prime by vibro chains, held in the arch of a frame made of energy. Before him a congregation of Quintessons, aliens and his own people sat watching a trial in progress. His thoughts still drifted in Rusti's direction so that he could not make sense of the trial. Not that the trial was really a trial, merely a mockery; the Quint's way of mentally distressing their victims.

"And you yourself would not deny the questionable leadership of your ruler Optimus Prime?" A single-faced clawed Quintesson Chancellor stood before the Autobot leader. Prime realized the group's attention had just been drawn to him and he tried to find a way out of this mess.

"He-he has always been . . ."

"We have already clarified that point, Autobot Quipper." The 'judge' interrupted. "Of course, to you, Optimus Prime has always been the leader of the Autobots. Everyone is aware of that. But have you considered how he might have attained that position? Have you considered what kind of person lies beneath that facade of calm?"

Optimus glanced from the five-faced judge to Quipper. The Autobot seemed to feel very small and frightened and Prime tried to reach out to him, comfort his friend. Quipper was a xenogeologist and soil surveyor. He was also a climatologist and quite an expert on terra forming. Why were the Quints picking on him? He was not a demolitions expert or a navigator, a member of security or communications . . .

"W-well, I'd just never really thought of it. I'd just, uh, . . . "

"Follow orders?" The Chancellor finished. "Yes, I'm sure you were. After all, it's all in your programming. You are programmed to follow orders, are you not? Are you a fighter, Autobot Quipper? Do you know how to use a weapon?"

Now Quipper looked cross. "What kind of a question is that? You know the answer! I killed three of you-"

"There!" Shouted another Quint. "There you are, your Judgeship! Proof that the Autobots are tainted by the idea that there is only one leader! That Optimus Prime's rule is invalid, and detrimental to the race as a whole!"

"Protectorate Pendam-oanblan, are you proceeding to make another point without proper authorization?"

"Yes, Your Judegeship, I am."

"Here, I will grant you only one more interruption."

"Thank you, my lord. It gives me honor to point out that Optimus Prime is not the true leader of the Autobots, that he, in fact stole the Matrix from one Alpha Trion who retained possession of said object several millennia before the arrival of the so-called Autobot leader. I ask my fellow Autobot colleagues, just what constitutes an Autobot leader and what, precisely makes a leader so sacred, so set-apart from the rest of your species? Why not Alpha Trion? Why Optimus Prime? If you knew of his crimes, you would not be so quick to exonerate him or his position."

A dark four-legged shadow phased in from nowhere and tapped its way toward the front. The Infantry Class took a good look at Prime then faced the judge. "What means this?" It asked in Autobot.

"We are having a trial. If you wish to observe, I ask that you stand elsewhere."

"A waste of time. This is intolerable! You said we were to obliterate the cities, then advance upon the creatures and rip their sentience from them. This trial is a distraction. I ask you to cease."

The Chancellor stomped up in loud, clumsy steps. "The trial is designed to make them understand the nature of themselves."

The judge's faces shifted from Greed to Deceit. "Eighty-four point nine percent probability indicates Tyx is not willing to afford us the time to properly deal with the emotions of these machines."

"Atcht!" The Destroyer Class named Tyx swung its head back and forth like a bull readying to ram something. "I long to rip your tentacles from you! You're a miserable nuisance!" It spun around, its long tapered legs snapped and tapped the ground underneath. It just passed Optimus then flinched and paused a moment. It shifted back to him and peered into his face with its triangular-shaped piece. "Something familiar . . . yes. The memories of Baz (pronounced ba'zh) come to mind. You've seen us before, have you not, Autobot? You're the Prime Unit called Optimus. Yes. Yes. I recall. You led a band of Advaries against us on Yolthanis Three-and won. Your tactics were unconventional, but they worked." Tyx's head swivelled toward the judge. "Do whatever you will with the other mechanisms. But leave this Prime unit in tact. I must question it."

The Chancellor bowed before the creature. "We would be happy to question the Autobot for you, Lord Tyx."

"Don't be a sl'kikik." It answered too quickly. "I will agree to your participation. I will assist you in the demise of Earth. I will pay you all too well for your cooperation. But I will not be taken for a fool. My race's collective memory is not something to underestimate. We all remember what everyone else remembers and we all remember how you cheated us last time. It will not happen again."

Neither Quint could answer the alien. The Chancellor offered a bow as the creature departed. But the moment it left, the Quint turned to Prime and activated an energo-whip.

"You!" It hissed. "You know these people?"

Prime gazed at him calmly. 'I know the Inoux, yes."

"How?!" The Quint demanded. He drew the whip back for a strike. "How?"

"Yolthanis Three."

"To question an Autobot leader is futile." The Judge again intervened. "He may lie to you and you would never know the difference. After all, look at all these people with us who were beguiled by his lies. Autobots!" He called, "hear us! We offer you a better life! We will care for you and insure you will never go without energon. All you need do is lay down your hostilities and claim us your new leaders."

All he received were silent glares. "This is most dissatisfying." The judge surmised.

The Chancellor turned to him. "Shall we bring forth the Sharkticons to commence execution?"

"Negative. We will proceed with the execution ourselves.

Fear clutched Prime's laser core and he stood. "No!" He shouted. "Let the Autobots go. If you need to execute someone, execute me."

Quipper whined. "No! You can't. Optimus, it's not right!"

"Be quite, Quipper. That's an order."

The Judge switched to its face of greed. "The Autobot underling has one quality that may be found redeemable; it is loyal. Execute the underling."

Prime fought against the force field restraining him. He could not break the energo field binding his hands. He fell to his knees, imagining what the Quints would do to Quipper.

The Chancellor approached the group of captive Autobots as two other single-faced Quints dragged the poor bot to the center of the ring and unceremoniously detached the armor plating that was his exostructure. They had to tear and/or cut muscle cords connecting to his plating. Poor Quipper whimpered and cried out as they worked him over.

The Chancellor waved his huge clawed hands before the Autobots to attain their attention. "Here, my colleagues, you will learn why you have been selected as a species to serve the great lords of the Quintesson Continuum. You are a humble people, worthy only of servitude. You do not understand or appreciate the full meaning and potential of freedom. We have returned to you in hopes of restoring you to your rightful place in the galaxy. It won't be an easy road for you to follow. But we assure you that when your reprogramming is complete, you will be happy, living fulfilling lives."

The words seared Optimus' soul. He had heard it all before. He didn't believe it then, he rejected it now.

FLASH.

TIME: (?) EARTH: NOVEMBER, 2038,

CYBERTRON: 14939253.272

DESTINATION: BETA CENTARI SYSTEM, PLANET LUNARPHYTE

"I'm so sorry." She spoke softly.

He only sent a puzzled look.

"I couldn't help but notice how sad you are. Your soul is gone."

Prime blinked and tried not to laugh. "What's that?"

"Your soul." She repeated. "It's gone. I couldn't help but to feel it when I came in the room. Your sadness is almost overwhelming. I simply came to tell you how sorry I was."

TIME (?) EARTH: NOVEMBER, 2038

CYBERTRON: 149393253.272

DESTINATION: (LUNARPHYTE . . .?) UNKNOWN.

Koontah frowned, his ears wilted. "It's really the best I can do under the circumstances. The Quintessons have damaged so much and I have no authority to intervene. They've delved into the next universe over. I tried to block them, prevent them from opening the window there, but . . . it's not working."

"There must be something you can do." Prime insisted. "You've told me if one universe collapses, they all follow. Koontah, there must be something you can do."

Someone screamed and at first Prime thought it was himself. He had been there before. He had been many things and many places before and he knew that scream. He knew what all it entailed. He had lived that scream, carried its horrible notes in his soul. What agony! Pain ripped right to the soul and there was not one thing you could do to avert it. If you were lucky, if you were given some sort of kindness by whatever higher power you believed in, you were allowed to scream. And sometimes Optimus found he could scream, sometimes he could not. That scream, that same audio-blowing, nerve shattering scream echoed the very one in his own soul. He shut his optics and tried to shut it out. But it was a mirror and Prime could not run away from that mirror. Oh, Primus, if only the other Autobots knew what he went through! Not just day to day, but every battle fought, every moment that required more than his own strength just to keep going! They were only children. They did not realize how precariously their lives teetered on the balance!

Optimus tried to retreat from the reality of the situation, but he knew there would be no aversion. And he honestly did not have the emotional strength to endure what the Quintessons were doing to Quipper.

They yanked off his arms and slapped him using his own hand units.

They jammed objects into his body and drank his fluids as they leaked from his wounds.

FLASH.

It wasn't Quipper that sat on his knees there anymore, but Hound. Dear Hound. They had stripped him of his plating and sliced up his muscle cords. He wept and begged for mercy. The Judge told him in a sickening-sweet voice to denounce the power of the Matrix and his belief in Primus. They drained him of lubricant so that his joints moved painfully, so that some components overheated.

Hound!

And it left. There Quipper remained, his torso now without arms. He remained kneeling before his tormentors, begging for mercy of some kind. The Quintessons told him it was the only way they could save him. It was the only way they could redeem his people, by making them watch him die so that they might understand . . .

"See your leader there." The Chancellor cooed. He looked to Prime, and the moment he did, his face changed-a grey bony face almost humanoid with oversized dark eyes and a multi-structured frontal lobe. Cold, emotionless savages who gave little regard to life, using it only for their benefit, for furthering their research and prosperity.

The Matrix knew them and remembered . . .

They poured acid into his back and Quipper's screams renewed with vigor. He squirmed and bucked, thrashing his armless body up and down, slamming himself repeatedly on the ground unable to stop the flow of the destructive chemical. He wept anew and hurled curses at them in three different languages. But they paid him no heed.

Two other Quints phased in before the assemblage bearing a

small grey metallic box. They motioned to their peers to move aside. One Quint carefully set the box down next to Quipper who now lay half down, his face on the ground, his knees tucked beneath him. He looked so pitiful, an armless mass of wires and sliced tubes wrapping a metal skeletal frame. His screams had slowed to sad whimpers.

Optimus could feel him dying. The empathy kept him from even considering escape attempts. For the moment his soul connected to that poor shadow of a creature. He had been there. Why, why did they do this to one who was incapable of enduring such torture?

The worst of it was that Optimus knew what was in that box. He didn't know if he could handle watching what was next. He didn't know how he was going to endure this.

The box opened on remote control and the Quints watched intently as tiny robo ticks poured out of the box and covered Quipper's body. Quipper sat up on his knees and gazed at the tiny invaders like a child who had just discovered he had freckles.

The Judge switched to his face of Death. "The preliminary reaction is always the same." He mused.

Quipper's voice pitched into a new shriek. He rolled over on the ground, crying and screaming, trying to rid his body of the microbugs. His body flared red as they devoured him bit by bit and swarmed around him as they grew wings and ate further and further into his systems. He managed to his feet at one point, a living corpse staggering with a last effort to survive. He stumbled right for the Judge as though attempting to infect the Quintesson with the same evil punishment. But he never got that far. His tattered frame collapsed as the robo ticks devoured him, wires, connectors, tubing, frame and all. His screams died, leaving only haunted echos in those forced to watch.

The Chancellor called in an extinguisher from subspace and hosed the robo ticks to death. By the time the foam had abated, there was nothing left of the Autobot but a slice of his face plate.

"That was most entertaining." The Judge quipped. "How about that female there?" He asked pointing to a white, gold and light green female Autobot. "Let's make another example of her."

The femme felt her laser core cease its vibrations. Her optics turned to Optimus, but he simply sat in a kneeling position, a blank expression on his face. He was clearly in shock.

Galvatron and Cyclonus descended into Mars' frigid cold atmosphere. A 'lovely' eight-degree day iced into a minus one hundred at night. It stood like a tomb: dusty, windy and flat. The two Decepticons searched what was left of the lighter side of Mars as the sun plunged the planet into darkness.

Trudging up a permafrost slope, the two encountered the fortress-city of Zenith. It stood in death, a great hole gaped from one side. Solar panels lay in shattered pieces, leaving the city basically naked. Bodies and scrapped buildings littered the ground as cold reminders of a great battle. Galvatron set his face plates with determination. As silent as the city stood, it seemed a miracle if any one survived. Wordlessly, he led Cyclonus down into the valley of the city, their prints stirring light ice crystals and dust as they skidded along an unmade path. They came across the first body; the dark crumpled form of a Destroyer Class Inoux.

Cyclonus stared at it warily. "What is it, Mighty One?"

"An Inoux." Galvatron gave it a kick and the creature's exoskeleton crunched under the impact.

"Inoux?" Cyclonus' soft haunting voice filled the moment with disbelief. "But they were only a legend, a myth."

Galvatron's optics flashed at him. "Not many things in Decepticon mythology are false, Cyclonus. Not the Dwellers, not Primacron, not the Rock Lords. And not the Inoux."

He swung away and Cyclonus could tell the appearance of the creature angered the former leader. Galvatron for some reason was unhappy about this turn of events.

The two cautiously entered the city, stepping over bodies and refuse. One Autobot had a hole blasted clear through his thorax. Everywhere bodies of the Inoux lay in the cold Martian night air. Some of the bodies had been impaled on levers and poles--Prime's work. Now and again the two Decepticons would encounter a Quintesson, mostly with tentacles ripped off, one or more faces missing. It seemed the expressions of the dead were always of shock.

Served them right, Galvatron mused to himself. He squatted before one such dead creature as it lay in a pool of blue-green blood. They chose to fight the Autobots on Prime's own turf. He rose and would have walked away when his optics caught the sight of a curious little black box attached to a silver handle. He swept it up and examined it, finding digital readouts and five buttons on one side, a hematite facing on the other.

His red optics narrowed in curiosity. What kind of weapon was this?

The patterns of dashing boots touched his sensitive optics and he and Cyclonus both snapped to attention. They exchanged glances and Galvatron pointed left for Cyclonus while he snuck right. The darkness, the distortion clouds rising from smouldering plasma fires and debris made excellent cover for someone sneaking around. Galvatron silently crept to the underside of a bulkhead and peered over the body of a fallen Autobot. He spotted a shadow moving in darkness and ducked when it seemed to cast a glance in his direction. He slithered out, barely touching anything around him. Cyclonus jumped the invader first, surprising their would-be victim. It growled and tossed Cyclonus like a doll. The Decepticon lieutenant slammed against a support beam and lost his wind.

The shadow tromped its way over and around trashed buildings and bodies and grasped the Decepticon round the throat. "Rog. You not Autobot. Too good construct."

Cyclonus vainly struggled against its grip. "What . . . are . . .you?" He wheezed.

"Falx not like sissy Autobot questions. You answer Falx. Why you not look like Autobot?"

By some measure of light, Galvatron could see the outline of the creature holding his friend in a vice-like grip. Cyclonus struggled to no avail.

'Manticore.' came to Galvatron's mind. The thing looked like a manticore, something like an Earth manticore standing on two legs. He drew a high-frequency laser rifle and shot at the creature. It dropped Cyclonus in a heart beat and snarled in Galvatron's direction. The Decepticon assumed it was well worth the price. The manticore charged for him and Cyclonus called his rifle from subspace and fired at the beast from behind.

To their horror, a light shot from the beat's middle, head to tail, and the creature split in two. Cyclonus cried out in surprise when a small robot leapt out of the beast's halves. It transformed into a Cybertronian-designed jet and aimed right for him.

Galvatron welcomed the Manticore 'shell' with a solid punch, forcing the creature to slide several feet into a pile of rubble.

"What is this?!" Galvatron demanded to no one.

"Idiot!" The manticore snarled. "Don't you know a Pretender when you see one?" It charged him again and Galvatron wished he had his cannon. He'd make short work of this beast.

It charged him again and Galvatron leapt, flipped over and landed right behind it. The monster skidded to a stop, swung around and met the Decepticon's fist, knocking it off balance for a moment. But it was a moment the beast was not able to recover. Galvatron kicked it in the chest, chinking a hole in the plating. The Pretender sailed through the air and smashed into a bulkhead, crashing face-down into a puddle of Quintesson blood.

The manticore shell moved to rise when Galvatron slammed the barrel of his laser rifle in one optic and raised the setting. "Where's Skorponok?" He asked

"Skor-who?" The shell winced.

"You heard me, Fleshling imposter! Skorponok, leader of the Decepticons!"

"Raaaggg! There is only one Decepticon leader, my little oil smear. I answer only to Decetron!"

A sonic boom rang in Galvatron's audios and the next thing he knew, he lay flat on the filthy ground, the Pretender's Center towered above him, a phase rifle set to vaporize poised above his cranium. "This one," the Center announced, "has to be taught a lesson. And if I have to send him to the Pits to keep him from forgetting, so be it. Oh, hello, Exhaust Spit. Sleep well?"

Galvatron's optics narrowed and in one smooth motion he swung up, knocked the rifle from the robot's hand, flipped the Pretender Center off its feet, cracked the other optic from its Shell's face and blew the Center to pieces. The Shell shrieked and leapt, but Galvatron took advantage of its blindness and punched it again.

Cyclonus simply blew its empty head off.

The two renegade Decepticons stared at the Pretender in silence. After a moment, Galvatron set his rifle back in subspace. "It seems Decepticon technology has changed in our absence, Cyclonus." He announced.

"It mentioned 'Decetron' as leader of the Decepticons, Mighty One. But there was no Decetron among us." Their optics met, but Cyclonus could not read any emotion from his friend. "A new faction, perhaps?"

"Possibly." Galvatron grunted. He moved forward in their search. "Question is, where is everyone? That . . . thing could not be the only mechanism living here."

FLASH

He and Starscream were going to place attitude exchangers in the Ark ⁽²⁾. . . no, stupid! Galva/Megatron slapped himself mentally. It was a plot to change Optimus Prime into a Decepticon. By using a program similar to the robo smasher, Megatron felt certain he could rewrite Optimus Prime. Naturally Starscream scoffed at his idea, reminding him of other times he made similar attempts-the imposter created to lure the Autobots into a crevice full of carlonium crystals, for example. True, he tried to 'reprogram' Prime even then. But not quite like this.

But that flesh creature, Dr. Harding screwed his plans by rewriting her plans-and the satellite so that rather than creating energy for Earth, it drained energy-a certain form of energy.

But not before so much damage was done. Primus, the damage was sweet! Megatron could not believe how destructive Optimus Prime could be!

The irony of it was that in the end, Prime set out on a war path right for the Decepticons and it took Megatron himself, Soundwave, Starscream and Astrotrain to restrain Prime long enough for the satellite's signal to access the rewritten program

and erase it.

After that . . . after that Megatron vowed he would never make an attempt like that again. Nor would he ever underestimate the power of Optimus Prime. Still, how could anyone with morals and standards so squishy-soft be so terribly powerful? It made no sense!

But it was a contradiction Megatron finally learned to respect. And after the cleansing of the Hate Plaque, Galvatron learned to respect it althemore.

FLASH

The city stood drenched in its own life fluid. Galvatron stepped cautiously over and around debris somewhere in the coffin of a building. Evidence of battle took every room. The silence of death hung heavy, the silence louder than the Decepticon's own body movements. He paused and suddenly started. He'd lost time! What was he doing just a few moments ago? What was he doing here? The Decepticon tried to recall what he was doing, where he was going and it came back to him in bits and pieces, like a series of badly translated coordinates.

Galvatron snapped out of his mental lapse. "Cyclonus, report!" he ordered out of habit, but ordered just to hear something.

"Nothing." Cyclonus' deep voice whispered over their comline. "Bodies. Blood."

Galvatron nodded in agreement, saying nothing. He stood atop of what was the bulkhead of the building's fourth floor. A good two stories below him a pair of creatures moved, scavenging Autobot body parts and collecting whatever fluids were spilt during the battle. Disgusting creatures, Galvatron thought. More like Junkions or Scutzoids of sorts and he had more respect for the former than the latter. How often had he hired Scutzoids for missions he was not willing to send his own troops into? But then the former leader smiled to himself. Perhaps there was a use for Scutzoids after all: expendable manpower.

He caught himself suddenly and realized what he was doing. Old habits die hard, don't they?

He turned away from the scene below and doing so, his optics caught a flash of soft color several feet down in what was part of several rooms the building contained.

At first he was going to ignore it, but decided to investigate. Galvatron dropped, landing on his feet with a resounding thud, the power of his body echoed either way about him. Not far from where he stood lay the dead husk of an Assassin Class Inoux. Its head lay twisted in an ugly and uncomfortable position. Autobot blood splattered its body and colored much of what the Decepticon could see of the walls and flooring. Between the slant and spilt fluid, the floors proved slippery and once Galvatron nearly fell. From what he could assess of the damaged corridor, part of the building's downfall was due to the fight that ensued against its walls. A smile stretched across his lip components. A good fight took place here and he would loved to have seen it.

The wall nearby finally collapsed, blowing dust and micro ice crystals toward him. Galvatron didn't so much as flinch. He peered through the darkness into what was an office, or at least that's what he could tell since a desk lay upside down and several digipads littered the area. Some other piece of metal toppled off a ruined monitor and slid, skipped and tumbled over several feet of debris.

He paid it no attention and turned to leave when he realized the plate was a photograph.

Galvatron swept it up, staring through the darkness. The hard metal-based photograph was that of Kup, a very young Hot Rod and Ironhide.

"Mighty One." Cyclonus called. "You will not believe what I'm seeing here. Perhaps you would like to see it with your own optics."

The suddenness of Cyclonus' voice startled the Decepticon leader and at first he didn't know how to react to the very notion that he had been taken by surprise. But the moment passed and he flew out of the building, joining Cyclonus a moment later high up on what used to be a solar panel palisade. From there, the two silently watched as an Autobot wreathed in agony. Its arms had been savagely yanked from its torso. Its exo-plating had been removed, exposing delicate and sensitive circuitry to Mars' cruel atmosphere. Worse yet, the poor creature jolted like a rabid organic animal, trying to exorcize his body from a robo tick infestation. He howled in agony, helpless to do anything about it.

Galvatron subconsciously touched his chest plate. He remembered Unicron's torment, how that powerful body of his betrayed him and began to eat itself up. He had no control, helpless against a god whose only destiny was the destruction of the universe.

What cruelty.

And this, this was what he felt there on the bridge of his new ship. This was what he felt in a future waiting for him.

The poor Autobot finally collapsed and the demonic Quintessons extinguished what was left of the ticks and the Autobot's body. Some dialog was exchanged, but Galvatron and Cyclonus were too far away to hear it. They waited until a single-faced Quint pulled a female Autobot out to the same place the former victim stood.

Galvatron could feel Cyclonus staring at him. His optics dimmed. "Cyclonus, let's crash this party."

FLASH

TIME: EARTH DATE 2007

DESTINATION: ALPHA-DELTA SECTOR. THE BOWL-SHAPED ASTEROID

Lt. Dromathon:

Let me explain it, Commander: those rings are ripples of chrono energy. If the window isn't closed in the next hour, those ripples will spread through the universe from Cybertron to the Human's planet Earth and beyond into infinity to jeopardize the stability of the reality itself.

Co. Armadelidon:

What precisely is going to happen?

Lt. Dromathon

EVERYTHING! Some events will repeat in an endless loop. Other phenomena may reverse their natural order. Past and present will collide. Ultimately as every law breaks down, the universe will cease to exist.

Co. Armadelidon:

Well, is there anything we can do?

DESTINATION: INDETERMINATE

"Rest assured, Ambassador, the universe is not a fragile thing. You are attempting to meddle in our affairs after you said you were not concerned."

"You've heard my warnings, Commander Aldathan. To open the time window will create other universes and parallel realities on those. To do that will send our own reality crashing like so many waves on the rocks of chaos. If you persist, if you do not heed my warnings, you will force me to take desperate measures. Do not tamper with the time stream."

Two weeks later, the Quintessons created a window that reached back eleven million years and they managed to successfully extract the one robot they blamed for starting the war between them and their slaves.

TIME: END OCTOBER 2038

DESTINATION: FORTRESS MAXIMUS, EARTH

Rodimus fell backward suddenly and a Quint from behind jammed a vibro-spear right into his chest. Rusti fell with the impact of Rodimus' submersion. She hit her head against a bulkhead, her back against a fallen railing. The city itself heaved and tilted again, diving to the right, sinking right into the ground. Rodimus's unconscious form rolled against the door post and pinned between a partition and the door frame. Rusti forced herself to swim back to Rodimus. Her head felt it had been split right open, her back hurt with every breath she drew. The girl made it back to Rodimus, grateful the attacker turned to Syntax, leaving Rodimus where he lay.

Rusti pounded on the Autobot's chest, trying to rouse her friend. Rusti backed away as dark fluid from Rodimus's wound colored the water. She swallowed hard, fearful of the inevitable.

Kup smiled sadly at her, "Don't cry there, lass. This kid's tough."

Rusti wiped her face and shivered in the cold water. She stepped back a little further as Kup rolled Rodimus face-up and carefully extracted the spear and tossed it aside. Rusti watched, fascinated and worried. Kup was very careful, taking into consideration Rodimus's other wounds. He touched the young Autobot across the shoulders then brushed his face.

Rodimus stirred, his arm lifted then weakly settled on his chest piece. Kup carefully helped him into a sitting position and waited. "Can you walk, son?" He asked quietly.

Rodimus looked confused and held his head as though fearful it would fall off. "I-I think I can stand . . . Kup." He replied wearily.

TIME: 1999

DESTINATION: Mt. SAINT HILLARY, OREGON, EARTH

A flash of white flooded the room. He heard no sound but the impact and suddenness shorted his optics and the very next moment, Optimus found himself laying flat on his back. He weakly rolled over and tried to force himself to his feet and could not. His body went limp, his mind struggling to order his arms to push him up. Up! Up, dammit! But all he could do was lie there like a helpless human child. He tried to signal for someone to help, but found he did not have the power reserves to attempt even that.

"Someone has made a ripple in the time stream!"

MARS: 2038

The Judge raised his eyes to the sky and his mouths gaped open in horror. The clouds washed over the sky and tears, like knife slices, appeared through them. The Judge screamed, calling everyone's attention. "Noo! The ripples from the time windows of 2007 and 2013 have touched!"

The words just barely escaped his mouth when something like a plasma storm hit and all of Mars shook, teetering on its orbit like a top about to tumble out of its spin. Phoebe smashed against the echo of that temporal force and blew like a hypernova, raining dust and micro meteors over the freezing Martian lim. All force fields evaporated and in the moment of chaos, Optimus fell forward and thought he was tumbling out of control through a tunnel of darkness.

All motion stopped and in a time he could not account for, he could hear a human heartbeat.

"Have you ever been Human, Optimus?" Rusti's little voice sounded in the slow silent moment.

"I have been many things." He heard himself answer.

"Na-uh." Her tiny childish voice rang back a moment later. "You've never been dead."

"You've never been dead."

His optics flashed on and he found himself free of the Quintesson bonds.

Nearby the Judge screamed again and by the time Prime was able to reorient himself to the present, the Judge was already being sliced and shredded by an Inoux Assassin Class. The alien itself snapped and tittered, clacking in its own odd language, possibly cursing the Quintesson as it ripped a face here, slashed part of its body there, yanked off a tentacle elsewhere.

Optimus regarded it as a form of retribution for what the Quint did to Quipper.

Quipper.

Unconcerned of what was happening to its comrade, the Chancellor produced a comline from subspace and screamed into it as another quake rattled the ground. Optimus did not hear what was being said, he merely ordered strength from somewhere inside and forced himself to attack the freak. His body acted accordingly and his powerful lunge knocked the Quint right off its balance and the two kissed the ground in a flay of tentacles and feet. The Quintesson shrieked in surprise and tried to draw a weapon. Prime crushed the tentacle holding the weapon and again the Quint screamed, blathering in Autobot profanity. Prime rolled to his feet, the Quint well balanced in his hands and with a swing, he hurled the Chancellor through the air and against the Judge's stand. The Chancellor recovered, but having less battle experience than the Autobot leader, was slower at drawing another weapon. The Chancellor lost his head in a bloody burst of sickly blue.

"Optimus!" Strike Back's voice rang over the air. "We've managed to commandeer a Quintesson escape vessel!"

"Best news I've heard all day." Prime snarled. "Get everyone aboard and set coordinates for Cratis."

The city commander froze where he stood. He was going to protest about Cratis when three figures folded in from nowhere behind the city commander. He turned to see what Optimus was staring at and gasped. The figures resembling a bear, a Minotaur and an alien bird built of silver all bore the Decepticon symbol somewhere on their bodies. Strike Back turned to Prime. "Quintesson reinforcements?" He asked.

No sooner had the words escaped Strike Back's mouth than a battle hammer plunged into his back and slammed him face-first into the ground. Prime jumped to help when he too was attacked. Optimus slammed into another building and shook off disorientation. He gazed left and found his attacker. The bear figure had the constructs of a triple changer. It stood taller than Prime with half a bear's face sitting on either shoulder and wings folded against its back. It yanked out part of a wall, holding the partition high overhead so as to crush the Autobot leader.

Prime jumped out of the way. It did him no good. The attacker clobbered him with another sheet of metal and Prime crashed against a pillar, the chunk of metal hit him hard on the side. The Autobot groaned, realizing too, that he had misplaced his gun. He spotted it laying some yards away and he glanced to make sure his opponent was in its spot.

It was not.

"Poor Autobot." Its oily voice cooed from everywhere. "Lost your little toy? How about your little city?"

Prime stood, glancing around, finding Strike Back locked arm and arm with his adversary. The third creature had disappeared entirely.

"Some leader." the voice called again. "Earth now property of the Quintesson Continuum. Soon Mars will be desolate planet." Prime met the ground face first and a set of razor-sharp jaws sank into his right shoulder. Massive weight prevented him from rolling over and the Autobot suppressed a scream.

The weight lifted one moment and the very next, the jerk above him transformed to robot mode. It set its head against Prime's and smiled viciously. "This good. I'll take your head back. They'll promote me."

"Don't count on it!" Prime growled. He was flipped around, pinned from the waist down. But the changer could not hold Prime's arms down and remove his head at the same time. No sooner would he lift one hand away from the Autobot than Prime would strike, punching it hard in the face. The robotic creature pinned that arm down, releasing the other only to gain the same result. The imbecile did this three times before he realized something was wrong.

"Having a problem?" Prime teased.

"Grrr! I'll bite it off you!" the other robot started to transform, giving Optimus a chance to move. He struggled until he flipped his opponent overhead.

The bear sailed through the air, smashing hard into another wall. It recovered quickly, however, changing into the huge alien bird complete with a razor-sharp crest and mounted cannons on either shoulder. Optimus swiftly took note that the creature was capable of throwing its bladed pinions. He leapt right with a hand spring, grasping his gun in one smooth motion. He aimed for the bird, sending it back against the wall with the force of his weapon. Then he gave his attention to Strike Back's opponent. Swiftly adjusting the power on his laser rifle, he burned a gaping hole in the other robot's back.

Something else pounced on Prime, growled then leapt off him and pounced Strike Back. Prime forced himself wearily from where he lay and would have shot the attacker had it not suddenly split in two. Another version of the half-crocodile, half-lobster emerged from between the halves, swung around and fired at Optimus. He ducked but hissed in pain when the laser grazed across his back.

The attacker squealed in frustration. "Shrike'g'dahl!" It snorted. And again it surprised Prime when it split in two and a twin version of itself fired at him from one position while the first half flew toward the Autobot. Optimus yanked up a section of damaged wall and flung it at the first half, only to get shot in the damaged shoulder by the other.

The first half of the gator-lobster easily dodged the metal chunk. "What was that?" It teased. "Are you trying to hit me? Hahahaha! You missed!"

Prime fired at the second half who hadn't stopped firing. The Second also spat something incoherent and transformed into a small spacecraft.

"Autobots!" The First sneered. "You're all hopeless! I'll make you a part of my new quarters-as the door stop!"

Prime swung suddenly and fired at the little creep. He managed to graze its hip plates and it howled. "What was that?!" It shouted. "You missed again!"

Someone landed right behind Prime "I won't miss!" A deep stern voice sounded from behind Optimus. And the low-frequency laser slammed right into the First's face plate and the Decepticon fell with a gurgling scream. The second also screamed and just tumbled right out of the sky.

The distraction gave Strike Back the chance he needed and delivered a spiked punch to his opponent's face.

Prime glanced about to see who came to his rescue and upon seeing Galvatron's face, the Autobot lost his words. He stared in astonishment until the bear attacked him again. Prime and the Triple changer rolled over the shredded metal flooring. Prime tried to gain a foothold as they struggled for the upper hand. But neither could avail over the other before they fell over the edge of the platform, plunging into what was the fountain near the Walker activator. Prime landed on his back, the Triple changer looming above him, its jaws dangerously close to the Autobot's face plates. Prime barely held the powerful teeth at bay.

The Autobot leader lifted his powerful legs and once again just managed to throw the other robot off. Prime rebounded and quickly reached for his weapon. The changer came right back, jaws hungry for life blood. They clamped firmly over the same damaged area on his right shoulder and the Autobot cursed himself for being too slow.

That didn't matter. He punched the beast in the optics and the robot yelped. A surprising result. Optimus kicked the robotic animal as far as its weight allowed. It sailed through the air again, but instead of landing, it transformed, unfolding wings and changing heads.

Optimus glared at it, setting his fists on hip plates. "You can't be serious!"

The bird shrieked and swooped. Prime met it with a power punch, nearly sending it right back from where it came. But it recovered, changing back into its bear mode. It crouched just meters from where Prime stood.

The Autobot leader called his weapon from subspace just as the animal pounced and Prime dodged in the opposite direction. The bear crashed and the Autobot scampered for better footing.

He was fast, but not fast enough. Prime kissed the ground, and with a shriek, the bird came back. It settled its talons on Prime's back, sinking them deeply into its prey. Prime regained control of his gun and pointed it upward, shooting the bird's head off.

The talons withdrew and the robot transformed back to bear mode. "You good fighter." It congratulated. "But still need your head."

Prime scowled and if he had been human, he would have rolled his eyes. "Shut up!" He turned and blew the Triple changer's head off.

With a screech, a dark slender shadow leapt through the air and came right for Prime. He turned, anticipating full impact from his attacker.

But nothing hit him. Someone else suddenly stepped right in front of him and nailed the Destroyer Class Inoux in the neck. After a moment, Prime realized Galvatron stood right in front of him.

Galvatron. Galvatron? Optimus flinched in realization and stepped back. His physical condition was not conducive to another fight. He knew it, but wondered how well he could bluff about it. He wondered how much longer he could control the pain that raced from one end of his body to the other. The Autobot leader suppressed his emotions and stared at the Decepticon.

But Galvatron was not fooled.

"Prime," his voice sounded alien to his own audios. It seemed odd to say that name again, after all this time. It sounded familiar and Galvatron found it felt good to do something familiar. Ha smiled, but not to Optimus. "We need to talk."

They didn't get the chance.

An Assassin Class landed between the two of them. It punched Galvatron first, then Prime. It shot at Galvatron, using a weapon mounted on its wrist. It trained the same weapon on Prime, but flinched upon finding the Autobot had disappeared.

The heavy barrel of a dismantled laser cannon slammed into the backside of the Inoux and it flew several feet through the air. Galvatron sprung to his feet and met the Assassin hand-to-hand when it rebounded too quickly and kicked the Decepticon on the underside, throwing Galvatron off his feet.

The Inoux made the mistake of watching Galvatron fall because when it looked up, its face impacted with a power punch from Optimus and once again it went soaring over a bulkhead and onto a ledge. It dangled there a moment before coming to. It scrambled up, spun around and fired at both Transformers. The two leaders dashed round this wall, leapt over that pile of rubble, under that partition and danced over several bodies. They rounded a corner and leaned heavily against it. Optimus found he was oxidating and took inventory of his damage. He laid his hand on his chest plate, trying to order his body to calm.

Galvatron scanned him once. "You can't keep this up." He noted.

"Oh?" Prime spired. "I thought it was my imagination."

Galvatron's optics narrowed. "After a quarter of a century, you're still a smart ass."

Prime stared as though he were looking at a ghost. "Galvatron?" He asked again.

"Yes." The Decepticon answer pleasantly. "Missed me, did you?"

"What are you doing here?"

Movement caught Galvatron's optic and he spotted the Assassin sprinting right for them. "Saving your life!" He ducked and dragged the Autobot down with him. Two vibro discs sizzled through the air and sliced a partition as though it were soft butter. The two leaders peeked up from behind the body of a Pretender just as the Assassin hand-sprung for them. Galvatron called his weapon from subspace and would have blown the freak away had Prime not met it with another power punch to the head. The Inoux rolled with the impact, sprung backward then fired at them with its wrist weapons.

"Don't these things die?" Galvatron shouted above the noise of slicing metal.

"Not easily!" Optimus answered. He turned to their protective covering and leaned against it, hoping to buy them time to escape. But he didn't have the energy to push very hard. Galvatron applied his weight and the two struggled for a long moment.

"Prime," Galvatron called. "You should have joined Strike Back and the other Autobots in the shuttle when you had the chance." He huffed and pushed harder.

"I didn't know . . . I had a chance." Prime answered flatly.

The partition buckled under their pressure and collapsed. They glanced all around, finding nothing resembling an attacking shadow with tweezer-like legs. Prime climbed atop the fallen partition, walking over it as though it were solid ground. Galvatron followed suit, leaping a bit faster to catch up.

"Prime," he called again. "We need to talk." He waited a moment for an answer, but heard nothing. He took note the deep puncture marks left by the Triple Changer and the wounds inflicted by the other Assassin. It was a wonder Optimus was walking at all. Didn't he realize he was badly damaged? Galvatron shook his head. Autobots! He thought to himself. He followed the sullen Autobot leader back to the clearing where the trial had taken place. Several Quints lay dead, their slimy bodies shredded either by Inoux impatience or Autobot laser fire.

Optimus fell to his knees before Quipper's smouldering

remains. After staring at the dark spot for a moment, he slowly reached for what was left of Quipper's face plate and dragged it a few inches before picking it up and cupping it in his hands.

"Prime, we need to talk." Galvatron's voice rang too loudly in the dead silent atmosphere. "They will be coming back and we are not equipped to wage a full-scale war with their reinforcements."

Optimus paid no attention. He felt Quipper's death and pain so intently. Quipper did not deserve what they put him through. Quipper was not a warrior, he was a newling of science and exploration. Autobots weren't warriors, they were children. Optimus' finger traced what was left of the outer ridge of the optic center.

Someone's heavy hand settled on his shoulder and he met Galvatron's optics. "It wasn't his fault." Optimus finally said. "He . . . was just a geologist."

"And you are in shock.' Galvatron surmised.

Prime carefully set the face plate on the ground. "So much death." He replied quietly. "They're all like a group of little tyrants, smashing a house of cards before you can finish the topmost tier."

He fell silent and Galvatron did not know what to say. But then Prime turned back to him, a bit surprised in his physical language, "Galvatron!" He flinched, but his voice remained soft, "You're back. What are you doing here? And why . . ." Optimus glanced all around them at the smouldering debris field. " . . . Why did you help me?"

"We made a good fighting pair, don't you agree, Prime?" Galvatron pointed.

Prime passed his hand over his forehead, his optics betraying his exhausted and disoriented state of mind. "Yes." He answered weakly. "But I've always known that."

"Optimus." Galvatron called, trying to be patient. "We don't have time for this. The Quintessons and their allies shall return and we should not be here. You must trust us. We will not harm you. But we cannot stay. Will you join us?"

Something in the way Galvatron said that reminded Prime of Hosehead and the last expression in his face before his spark extinguished. In vain the Autobot leader tried to push the memory aside, trying to remind himself that it was something he could not undo, something he could not dwell on. But he was too tired and too low on energy to fight off such despondency. He bowed over and buried his face. "They should have executed me." He said, not to Galvatron and not for the first time.

Galvatron thought Prime meant the Quintessons should have killed him instead of Quipper and sympathized with the Autobot. He had seen all too often what the Quintessons did for fun.

Galvatron laid his hands on the Autobot's arms. "Prime, we need to talk. We need to work together. The two of us would make a formidable team. I know you do not trust me now. But if you would let me prove myself, give me time, I could-"

"It would seem, Galvatron, I have no choice."

Galvatron caught Prime as he slumped, covering his face with his hands. Cyclonus softly landed before them and tried to wipe Decepticon Pretender life blood from his arms. "The Inoux have left the planet, chasing the last shuttle of Autobots, Mighty One." the lieutenant reported.

A gust of wind blustered across Mars' cold wasteland. Dawn broke and drew Galvatron's attention back to reality. Galvatron seemed only vaguely aware of his companion. "Prime," he whispered, "Think of something. We have to leave Mars." After a moment, he gazed up at the other Decepticon. "Cyclonus, we have to get him out of here. They'll return for him soon."

"They won't exactly be rolling out the red carpet for us, either."

Galvatron thought hard. They had to hide long enough for the Quintessons to think Prime either escaped their clutches or died. But where? Where could they hide? Certainly not on Mars. The Quints would most likely return and obliterate what's left of the city.

Prime made no movement, now. He slumped most likely in exhaustion. Galvatron realized after he caught the Autobot leader, Prime must have blacked out. Galvatron set his hand on the Autobot's back and shut his optics, concentrating. There. He found the soft vibrations of a laser core.

Galvatron's optics scanned the ravaged city. Its buildings stood like so many tombstones in the cold morning light. Beyond them, over the horizon, the former Decepticon leader could see the dry and desolate Mars landscape. Not one drop of water unfrozen. Why would anyone want to live on such an ugly piece of wasteland?

The desert's vastness reminded Galvatron of Earth's oceans. Standing on one shore, a person felt as though he were looking far into eternity. And the ocean was certainly prettier than this god-forsaken place. He had his answer! He held Prime closer, embracing the Autobot as one would a good luck charm. "Cyclonus, we're going to Earth."

OCTOBER, 2038

EARTH

The world closed in about her and Rusti's mind fell to darkness. Her equilibrium swung one way-and BLAAM! She plunged, her stomach now in her ears. She fell down, down, down and into water. She lost awareness her mother's womb was cold and wet.

She lost her ability to breathe and lost all air from her lungs. Dark and dark and down, down, down . . . the tunnel was lit with symbols that moved.

A figure turned to her and wordlessly pointed behind her. She understood what it didn't say to her: she didn't belong where she was. It wasn't her time to die.

Commotion erupted. Several people shouted all at once. Someone fired at someone else. Part of the doorway was smashed from bodily impact. Shouting. Gawd, even the walls were shouting!

She sat up in shock, gasping desperately for air. Something slashed her cheek and she cried out, collapsing. She clutched a wound that did not exist. Between the painful 'gash' on her cheek, the burn on her hand and the shock of cold air in her lungs, Rusti went into a coughing spell and rolled herself up into a ball and hugged herself tightly. She kept coughing until a huge warm metallic hand gently rubbed her back and the girl slowly calmed until she vomited water from her lungs.

"Easy there, Lass." Came Kup's gruff voice disguised as a whisper. Rusti struggled to get up, succeeding only in rising on all fours. She gave up trying to stand and sat, still coughing now and then. "Kup." Her voice squeaked in a tiny sound. "I thought we were the only ones, I mean, I thought we were all that there was . . . where' s the Quintessons? What about the aliens?"

"Whoa, easy, easy there, little filly." Blaster's voice sounded from another part of the room. "One thing at a time." Through the darkness, Rusti could see she and Roddi had been rescued by Kup, Blaster and Magnus. Not far from her, Rodimus sat against the consol, his head bowed either in exhaustion or unconsciousness.

Kup ruthlessly shoved a dead alien off the damaged computer consol and pried open burned and melted components. "Now let's see if we can't rewire this twisted over-sized calculator. Blaster, help me out here."

Rusti tried to crawl along the consol toward Rodimus when her body was carefully scooped up by Ultra Magnus. He brought her to his face, his blue optics shedding soft light over her. She hid from it, wishing she could just be left alone long enough to sleep.

"Are you alright?" Magnus's usual stern commanding voice almost whispered.

Rusti held her head and fell against his fingers. "I'm tired, Ultra Magnus." She answered in a mutter. "I can't seem to stop shaking."

"We must get her and Rodimus to one of the shuttles." Magnus growled at the other two. He received a glare from Kup.

"Not until we've rigged the self-destruct on this pig-iron plated puppy."

Magnus frowned, but didn't argue. He turned away from them and laid Rusti in Roddi's weak and cold hands. Magnus leaned forward, supporting himself against the consol over Rodimus' shoulder strut. "I managed to get three shuttles out of Earth's orbit. There's two more left-if we can get to them."

Rodimus didn't say anything for a very long time. He rested his head against the consol and drew a deep breath. "Something's gone wrong on Mars, Magnus." The Autobot leader almost sounded drunk. He could scarcely hold his head upright. "This whole attack came as a complete surprise. Why weren't we warned by Pluto or the space platform?"

"It's possible they were attacked before we. That being the case, this whole ambush was well-timed."

"No-" Rodimus suddenly flinched, his optics shutting off. Rusti fearfully glanced from Roddi to Magnus and back.

"What's wrong?" Magnus asked quietly.

"It's-I think it's Optimus." She answered. From the corner of her eye, Kup turned from the computer consol.

"Done." He announced.

"Fine." Magnus accepted. "Kup, you and Blaster help Rodimus. I'm going on. Use the delta-one laser frequency to signal me."

He departed and Blaster set Rusti on his shoulder while he and Kup pulled Roddi to his feet. Rodimus staggered, hissed inward and fell to his knees. He moaned and whimpered as though struck by an invisible opponent. Kup and Blaster exchanged glances and Rusti mentally braced herself for the same shock treatment. But nothing came. She held on tight as Blaster bent over and helped Kup haul Rodimus back to his feet. After standing for a moment or two, Rodimus found the strength to walk again. They approached the doorway and he paused a moment, his optics shutting off then came back on as though resetting his systems. His whole frame straightened and although still trembling, he was able to walk on his own.

"I can't keep this up.' He announced. "We have to get off Earth now."

Just as he spoke, the corridor lights shot on and Rodimus transformed. Rusti slid off Blaster's shoulder and he caught her and let her down, transforming himself and landing on top of Rodimus' trailer.

Rusti got in and Roddi closed the door behind her, racing off with Kup in tow. "What was that?" She asked after a moment of silence.

"What?"

"What just happened?"

"Whaddya mean?"

"You." She clarified. "You're walking now. As though suddenly you were healed. I'd never seen anybody do that before. And how come the lights went on?"

"It's . . . an old Matrix trick, kiddo." Rodimus answered.

"The Matrix?" She shook her head. "What?"

"Optimus and I can draw strength from the Matrix. It's one trick the Decepticons have never been able to figure out. Just when you think you've killed the Autobot leader, or at least driven him to death's door, baam, he's coming right back for you. It's because we can draw power from the Matrix. When Megatron tried to take Earth by eliminating its communication systems, Optimus was seriously wounded by an aerial attack from Starscream and Thundercracker. Your Grandma Carly tried to help by using emergency transistors. But that would be like you using legos to repair a computer. Optimus reached within himself and drew energy from the Matrix."

Rusti glared curiously at the dashboard as Rodimus broke outside.

A rude glaring-bright morning met the girl's eyes and she shied from it. "Why didn't the Matrix save him when he died in 2005?"

"We really don't know, Lady Friend. That's one of those incidents that still goes unaccounted for."

She fell quiet after that. The bright October (November?) Morning sun exposed all the damage Fort Max had taken the night before. Plasma fires Rusti recalled from the night before turned invisible. Smoke rose like burnt offerings from an unholy alter. She tried to bite back tears. They fell anyway. This was her home. This was where she used to play and roam about in her mind. Now her home was destroyed.

Rodimus steered carefully around wreckage. He tried to use the comline until he could not see any use in it. He sensed Rusti's dismay and wished there were something he could say to cheer her up but he could think of nothing. It was just another battle to him, quite frankly. Another war fought and lost and they would somehow have to pick up the pieces and start over. Over and over, he thought dismally. That's all we do.

Nothing lasts forever.

They reached the Trion Courtyard, a quiet park-like area (before the attack) where most humans spent their lunch hour. Benches and tables, trees and a hanging garden once beautified this area. But nothing was left. It also laid in such a messy manner that Rodimus was forced to transform to robot mode.

"Guess the ride ends here, people." He announced to Rusti and Blaster. The two disembarked and Rodimus transformed.

Kup followed suit, assessing the area with a painful expression. "This was Goldbug's favorite spot in the whole city." He moaned softly.

Rodimus said nothing, wishing Kup had not mentioned Goldbug.

He swept Rusti up and carried her through the wreckage, sloshing through knee-deep blue water. The morning sun revealed the bodies of Autobots Device and Loadhigh as they sat hip-deep in water. The light of life in their optics long since dead.

Rusti felt sick, her eyes gazed left and right and found people both Human and Autobot submerged under water. "Rodimus, where did all the water come from? There are no fountains in this area."

"It's not from fountains, Rusti."

Rodimus' voice sounded so gravely. Rusti touched her chest, realizing this sight hurt him more than any other they had witnessed through the night. Perhaps, she thought, the hydraulics, powering the fortress, had a massive leak.

From a distance, sounds of exchanging gunfire boomed and zapped. Rusti hid her face. She didn't want to hear that anymore. They had already destroyed her home. What more could they possibly want?

Rodimus drew his rifle from subspace. "Keep your optics peeled on all frequencies, Autobots. Seems our party-boys want a second helping."

Just as he finished the sentence, the pounding of metal paws slammed over wreckage and ruined buildings. The four turned to greet Autobot Femme Syntax as she transformed from a black and mirror-silver Alaskan Husky. Rusti caught her breath at the sight. Syntax, Mirror and Tempest were created at the same time; sisters. "Commander!" She gasped, catching her breath. "I've-Mags-Ultra Mag'us came-"

Rodimus held up a calm hand. "Easy, there, soldier." He greeted. "You're skipping lines."

"Right." She stood straight then glanced wildly around them. "Magnus sent me to look for you. We must leave now! He said they're, the Quints . . . he knows, I mean, he remembers-"

she never was able to finish her words. A bomb landed closely and threw all five of them off their feet. And no sooner had the dust and smoke began to clear when the chattering sounds of marching 'tweezers' sounded in their audios.

Rusti gasped. Over the rubble came six Destroyer class aliens. They shot at the Autobots, hitting Kup in the leg, Blaster in the arm. Roddi swept Rusti up and back flipped behind a fallen wall. Syntax followed suit, taking two pot-shots, cursing and reloaded her weapon once behind the wall.

Rodimus also cussed in Autobot and Rusti giggled. He hushed her with 'that' look, but the smile never left her face. "Hey," he called to his people. "I'm open for suggestions!"

"One person covers while the other three make a run for it." Syntax swiftly offered.

Rodimus gave her 'that' look. "Have you ever seen those things run?"

She hesitated. "No."

"You don't run from them." He turned away and peeked over the ridge. The Destroyer Class had called a conference and were clattering and snapping in their own language. Rodimus turned back around and tried to keep his panicking mind under control. They were almost out of options.

"We could bulldoze them." Rusti's squeaky voice sounded in the silence.

Roddi's expression snapped to her. 'What?"

"When I play 'freefall' with the Dinobots, it means it's me against them. One tactic I've used is simply running right at them then doing something unexpected, like darting left, or jumping on one of them or dropping the ball and running under their legs."

Rusti thought if Rodimus could blink, he would have. "No wonder your mother worries about you playing with the Dinobots."

"Hey, it sounds good to me." Blaster chipped in.

"You're not helping." Rodimus growled. Rusti and Blaster exchanged a smile.

"Kup?"

"We tried something like that on Tetron-chamis. But it works only if everybody does something a little different."

Rodimus raised the power on his rifle, setting it dangerously high. "I'm covering. Syntax, head left. Blaster, swing right. Kup-"

"I've already got an idea-and I'll take the lass."

'Butterflies' irritated Rusti's stomach, but she did not protest.

"Go!" Rodimus ordered. They dispersed and dashed in determined directions. But the Destroyer Class seemed to anticipate their moves, forcing the Autobots to alter their plans by changing directions yet again. Rodimus had aimed to surprise them by ramming right through their lines in auto-mode, but he transformed back to robot mode instead and simply fired at them one at a time, eating all the power his rifle had to offer. When that ended, and three Inoux lay dead, he turned to using his arm weapons. Blaster was the last to escape.

Or so Rodimus thought. The three he knocked down came right back up and attacked him simultaneously. He engaged in one when Syntax in animal mode charged for another that came from his backside. She rolled with it and plunged her fangs into its neck. Blaster followed her example and slid in his tracks, back flipped and fired at two, who seemed to absorb his rifle's powerful frequencies. He resulted to a good old fashioned right cross.

Another Inoux came at him from behind and slashed his back down the left. He cried out, gave it a roundhouse kick then turned and gave the first one another punch. Its head blew off, but not from Blaster's futile attempts: Kup came to the rescue.

Another voice shouted in the air and Kup and Blaster both looked up and something else phased in. At the same time, the thunderous sounds of an Autobot shuttle echoed through what was left of Fortress Maximus. All the Destroyer class looked up also and two of them cursed. Roddi took the moment of distraction and snapped the neck of one opponent. He fired at another but it returned its attention to him and sprung. Rodimus tried to duck, but the four-legged beast adapted and pinned him like a bug on a board. He stifled a scream as it opened its massive jaws hidden in subspace and sank them into his neck and shoulder. It yanked off plating and muscle cords and circuitry and Rodimus tried to push it off to no avail.

The sounds of a landing ship did not distract the alien from its objective but Rodimus could clearly hear the sounds of three Quintessons disembarking from the plank of their ship. He had to get them out of there! He managed to just twist his arm enough to aim at the freak when it lowered its 'face' into his wound and began to drink split fluids.

TODAY THE AUTOBOT RACE DIES.

The words ran over and over in his mind and he struggled to concentrate. Between his exhaustion from the night before and the horrible thing the alien was doing to him, Rodimus struggled against shock.

TODAY THE AUTOBOT RACE DIES.

He lifted his arm just enough now and poured all his effort into one impressive blast.

The lasers did no damage to the Inoux, but the force knocked it off the Autobot leader and Rodimus slowly pulled himself up. If it hadn't been for Syntax who shot the creature in the neck, killing it, the alien would have pounced Rodimus again and simply finished him.

Two Quints fired, one hit Blaster in the chest. The Communications officer went down.

One Quint advanced on Kup. The older Autobot ducked behind a chunk of twisted metal, peering now and again to exchange fire. His attacker suddenly stopped shooting and acted as though its weapon had jammed or ran out of energy. Kup cautiously peered around his shield and fired, only to get shot himself. The firepower flipped Kup backwards. Water splashed high and wide with impact. Syntax stepped over her fallen comrade, covering Kup until he could recuperate. She shot his attacker square in the optics. To her surprise, the Quint squealed and fell over. Syntax repeated the procedure, ducking now and again, receiving scratches and cuts all along her body frame. The remaining one Quint kept dodging fire.

From behind a fallen partition, Rusti cursed her own miserable existence. There was nothing she could do to help them. With a malfunctioning exosuit, there was little, very little she could do. Absolutely NOTHING was going right today! She leaned against the wall and slid down, not caring whether or not the water was rising to her shoulders. She wanted to do something; contact Ultra Magnus . . . anything!

Then as if by answered prayer, Rusti spotted a flare gun laying among the wreckage. Wow! Something DID go right! Better yet, not only was it loaded, the gun had an extra cartridge! She set it and fired one shot into the air then peeked over the ridge of the wall and fired at the Quint fighting Syntax.

It went down, its blue blood mingling with the water around it.

Her victory was short-lived, however. Two Assassin-class Inoux disembarked from the ship.

She swallowed air as the two charged for the Autobots. One aimed right for Kup, the other for Rodimus, a spear in its hands. Syntax leapt just milliseconds before the death intended for Rodimus was issued to her. The second Inoux impaled her with its spear and she and Rodimus went down in a shower of sparks and life blood.

"Syntax!" Rodimus cried out. The Inoux yanked the spear out of the femme's body and aimed for Rodimus' head. Rodimus rolled into the attack and pushed the alien off its pencile legs. The Inoux fell, spear and all.

Kup came to and he and Blaster fired at the first Inoux. It spoke, using clicks and chortlings. It fired at them, the two ducked and returned fire. The alien shrieked in frustration and from subspace produced an ugly dark weapon. It fired in four areas and each area blew as though a bomb had gone off.

"Duck!" Kup cried. "It's got an anti-matter weapon!"

TEN.

The area blew, everything that was, was no more.

NINE.

The muttering thunder of another ship deafened Rusti's ears and she leapt from her place when the Inoux pointed its weapon in her direction. She dashed just precious seconds before the gun fired and obliterated that entire section. The force split metal and debris into particles.

EIGHT.

The city moaned beneath them and heaved a hard left. Rusti lost her footing in the water and down she plunged, not realizing her fall saved her life. Above them an Autobot shuttle opened fire and destroyed the Quintesson ship. The Inoux lifted its weapon and aimed for the shuttle.

SEVEN.

Another Inoux phased behind Rodimus and grabbed him round the neck.

SIX.

The first Inoux fired but it never happened. It shrieked when ripples of energy intervened, canceling reality in just that very moment.

The other alien yanked Rodimus off his feet and jammed a vibro-spear straight into his chest.

FIVE.

Rusti came up for air, rushing toward her friends when she fell with the impact of Rodimus' submersion. She hit her head against a bulkhead, her back against a fallen railing and lost her wind.

FOUR.

Rodimus fell backward suddenly and a Quint from behind jammed a vibro-spear deep into his laser core. Rusti fell with the impact of Rodimus' submersion. She hit her head against a bulkhead, her back against a fallen railing. The city itself heaved and tilted again, diving to the right, sinking right into the ground. Rodimus's unconscious form rolled against the a partition and was pinned.

Rusti forced herself to swim back to Rodimus. Her head felt it had been split right open, her back hurt with every breath she drew. The girl made it back to Rodimus, grateful the attacker turned to Syntax, leaving Rodimus where he lay.

Rusti pounded on the Autobot's chest, trying to rouse her friend. Rusti backed away as dark fluid from Rodimus's wound colored the water.

THREE.

The spear impacted his chest and Rodimus felt all the light around him fade. Fade. Rusti screamed for him. The Matrix opened its arms to receive him.

AND AFTER DEATH, THE JUDGEMENT. WHAT DO YOU PLEA, AUTOBOT? WHAT WILL YOU SAY FOR ALL YOUR SINS? ARE YOU GUILTY?

Rodimus hid his face from the bright blue-white light. "I can't leave . . ." he heard himself moan. "Please . . . my friend will die. Is that what you want?"

TWO.

"Ripples . . . time flows like a stream and the lines have been disturbed."

He looked to Rusti with dark triangular eyes. "You are a catalyst. None of this is supposed to be. . . I warned them but nobody listens to me."

Rodimus drew one breath. "This is where I die, isn't it?"

AND WHAT PRICE, RODIMUS PRIME, WOULD YOU PAY?

"What price do you want me to pay? I've already lost so much . . . What do you want of me?"

The Roman soldier sunk a thick nail into a human hand.

Rodimus flinched.

"Please . . ." Rusti's little voice called from nowhere.

The Roman soldier sunk a nail into the other human hand.

"Please . . ." She repeated. "Don't let this happen."

ONE.

The pain pierced her right through her heart and Rusti gasped for breath she could not attain. She swallowed water. It entered her nose and rushed down her lungs. She struggled to get out of the water but gravity yanked her down and vainly she tried to swim to the surface.

The pain pressed mercilessly against her and the girl wanted to cry out, unable to do anything more than raise her face to the world outside her would-be watery grave. She coughed, losing more air and she thought she was going to die right here just like this.

Drowning in sorrow and fear for her friends.

Something lifted her out of water and just scarcely she could hear someone calling her name.

No! She was on her way down the tunnel. She was going to see the Matrix from a different point of view.

"I thought when people died they go to Heaven, Optimus." She once said. "Why do Autobots go to the Matrix?"

"Who said the Matrix isn't a doorway, Rusti?" He asked.

Bright light hit her, but it wasn't heavenly light. Sunlight kissed her and she managed to fill her water-ridden lungs with enough air to cough. And she coughed and coughed until she thought her lungs would burst.

"Rod'mus!" She coughed and vomited and coughed more. But her words seemed to go unheard. She forced herself up in hands she did not recognize and gazed down at Rodimus' body. She lay flat, seeing the darkness in his optics and the dark fluid that seeped from his body, coloring the water.

And from his soul, she felt nothing.

1. See TF Episode "Starscreams' Brigade"

2. See TF epi. "Attack of the Autobots"