TRANSFORMERS:

LOCATION: EARTH: Inoux mother ship

EARTH DATE: OCTOBER 27,2038

Silence.

Someone hushed his soul.

Someone cradled his torn spirit.

The fortress-cities were destroyed.

Quipper, dead.

All gone.

Lost.

Cybertron.

Gone.

Lost.

He turned his back on  life. They stole it from him first, then forced him to come back.

Stop! Stop!

He struggled for breath, struggled for light.

She struggled for breath, struggled for light.

One tiny reason to press forward.

One tiny voice that held him back from self-incrimination and certain suicide.

The only reason for staying alive.

And he forced himself to reactivate because he knew he could not deny that she needed him. She could not live-and was that a falsehood? Was that his own arrogance speaking? Or was it true, that if he died, so would she?

He laughed at himself. What utter nonsense!

And yet . . . he could not deny it, either. She loved him.

She loved him!

And his fingers twitched and touched a cold dark wall.

She loved him.

And that love filled him and forced him to press forward.

He had to get back to her, he had to move on because he knew how hurt she would be if he gave up, if he didn't care enough to try.

He had to get back to his Baby bird.

"Russsti . . ." he whispered her sacred name.

In a spacecraft that resembled the interior of an insect's nest, two Decepticons sat against a prison wall opposite Optimus Prime. The whole ship seemed alive. The walls swept up and down in rounded corners, their construction seeming more a combination of rock and paper rather than metal and organic fibers. Dark and colorful in light, the ship did well to conceal its people. Galvatron and Cyclonus more than once were spooked by an Inoux Infantry or Destroyer Class that literally stepped through the walls to check them. Once or twice a Quint peered in the doorway from the hall, more to gloat than to just take a glance.

Optimus had been out for almost three days straight. It was no wonder, really, considering what he'd been through. Galvatron was completely amazed Prime lived through the attack at all. How did he survive when all it took was Megatron's rampage in 2005 to kill him the first time? That's right, the Decepticon mused to himself. A good slice by a photon-saber, a few good aims with a regular laser hand gun and . . . no more Optimus Prime.

Well, for the most part.

But this . . . Prime survived an assassin's attack. How? A time or two, Prime returned to consciousness but he was in such a dazed and disoriented state that Galvatron simply ordered him to shut back down and worry about whatever was upsetting him later.

Surprisingly, Optimus complied, muttering something about Rodimus and a pain in his chest.

It could be some time again before Prime awakened. And by then, they'd be well on their way to the Inoux's home world. Not a cheerful thought. Galvatron inwardly frowned. They had no weapons, no energon chips, no way out.

Then Optimus' optics flickered on.

"He's awakening!" Cyclonus' voice piped with excitement. But Galvatron did not respond. Optimus' coming to was only part of the battle.

DEFRAG PROGRAMMING ACTIVATED.

He floated between dream and reality.

His mind drifted back to the death of Fortress Zenith. The Project wasn't done. Thank the Matrix Paul had a back up.

DEFRAG COMPLETED.

DAMAGE ANALYSIS ACTIVATED.

Why was there no warning? There should have been a warning from somewhere.

DAMAGE ANALYSIS COMPLETED AT 1100 HOURS, PACIFIC STANDARD TIME.

Troubling thoughts stirred Optimus Prime from his recharging state and he activated his optic sensors. A violet, deep blue light greeted him in calm stillness. He inadvertently moved his right arm but found it bound by an energon brace. A cold metal wall stood against his left and gazing right, he spotted Galvatron and Cyclonus.

He had to take a second glance. Then decided he needed more proof: "You two?" He chirruped.

Galvatron grunted. "I'd say 'good morning', Prime, but it's three days later. November fifth, if my chronometer is correct. Approximately eleven hundred Pacific Standard Time."

Prime had to let that sink a moment longer. The past few days (week?) were nothing but a jumbled mess. Just snatches of memories, really. Something about a trial, something about the arrival of the Inoux. Something about Rodimus.

And the thought of Rodimus dying somehow cleared Prime's head. Something terrible must have happened because . . . he drifted and wondered . . . no, just snatches of fleeting thoughts and feelings came and left. He thought he suffered from a deja vu that really hadn't occurred yet.

Yet?

Or was it HIS death that should have . . .

No. It didn't matter. Sometimes what one Prime felt, the other did too. It was confusing at times.

"The Inoux have returned." Galvatron voiced quietly.

"Yes." Prime answered automatically. It was that automatic answer that drew his attention to the present moment and the crisis he now faced. "And you can bet they're not here to apologize." He waited about three beats before finally asking: "Where did you two come from?"

Galvatron smiled lightly. "Originally? Or Post-originally?" It was a joke and it flew over Prime's head like a flat ballobot. The Decepticon frowned and wondered if Prime would ever attain a sense of humor. "Cyclonus and I have been traveling for several months. We came in from the Pakaline system."

Although bound, Prime managed to flinch in surprise. "The blast from Cybertron threw you out that far? That's in the Delta quadrant, Galvatron. It should have taken you at least seventy years to get back!"

"Erhm . . . that's a long story."

All three fell awkwardly silent. Prime tried to find something to say, something to keep things light between them. He tried not to stare his two enemies. But that aversion gave him another question: "I know what they'd want with me, but why are they dragging the two of you along?"

"Repair shop decorations?" Cyclonus offered.

It was a joke but Optimus was so surprised to find that Cyclonus could joke at all, he didn't think about laughing.

Galvatron ignored Cyclonus' remark altogether. "We were attempting to rescue you when a ship appeared and took all three of us. It would seem we're in this together now."

Optimus knew better than to trust a statement like that. But really, they could not afford not to join forces. Rather than argue with the nefarious Decepticon, Optimus stared at the ceiling and tried to come up with an escape plan. Soft semi-organic lights above them shimmered slightly, reminding him too much of his office in Fort Max.

The wall next to him waved, physical molecules shifted and swirled. Reflexively Prime shut off his optics, hoping their host would believe he was still off-line. The tapping of Inoux feet echoed eerily in his audios and something jabbed his side. He did nothing.

"Ttk't'btt'k. Klaskass k'ttick n'kettic."

Silence. Then: "You, Decepticon. Know you nothing of Autobot physiology?"

Optimus almost held his breath, hoping Galvatron would not betray him. "What?" Galvatron's voice snarled loudly. It was not the same high-pitched voice of a mad-ridden Transformer, but a deep throaty voice of a leader of mechanisms. "Fool! I am Galvatron! Leader of the Decepticons! I have no use for such knowledge except where to rip an Autobot apart!"

Silence again hung thick in the air.

Then: "Repairs completed. Decepticons conscious. Autobot does not awaken."

Optimus could feel the creature straddle its long spider-like legs over his body and its head came eerily close to his face.

And he could hear it breathe.

It withdrew and its footless legs tapped the strange floor beneath them. "Traumatized. S'klikik Quintesson . . . annoying."

Dead silence returned to the cell.

"I hate those things." Galvatron grumbled.

Prime failed in his attempt to sit up. His hands were bound securely beneath him, his feet bound at the ankles. "Let's hope that bought us some time."

Galvatron tilted his head: "Prime, if one of us were to short-circuit something, we might be able to cancel another's energon bonds and free the other two."

Optimus stared at him dubiously. If he were to short-circuit one of his hands somehow, the resulting electric spark might short out the energon field. But there was no guarantee whether he could do it to his own hands or not. It would be easier to damage someone else's hand . . . He glanced from one Decepticon companion to the other, knowing his face plates were covered in a doubtful expression. "Hm. It might work . . ." he answered with some hesitation. "And we could use the cords to open the door by connecting them to the light above us."

Chances were, however, that the two 'cons would free themselves, escape and leave him there in the cell. Perhaps it wasn't such a good idea after all. He couldn't trust either of them, whether or not they aided in his fight on Mars. There was always the inevitable possibility Galvatron had an ulterior motive.

Galvatron pulled himself to the middle of the room, looking completely ridiculous as he dragged his rear along the floor, pushing with one part of his body and pulling with the other. "Come along!" He encouraged. "Work at it!"

Optimus sighed inwardly. He was asking for it, he just knew it! Reluctantly he complied, moving a little slower than the other two. Galvatron laughed. The three of them had to inch along the floor like microworms on dry concrete, pushing with their legs, then trying to pull with their torsos, their hands bound behind their backs. It was not a comfortable position to be in, but they managed. Optimus wondered how long it would take for their idea to work, and who would be free first and . . . and . . . really, he just didn't want to think about it. He was setting himself up.

What an idiot.

The three groped about each other's hands for several long moments but it was Optimus who sliced Cyclonus' hand. The idea worked and Cyclonus yanked himself free of what was left of the metal bond. He in turn freed Galvatron and (to Prime's surprise) freed Optimus.

Well, they still have a use for me, Optimus thought dryly. He yanked the cord apart then freed his ankles. He rotated his arms, sore from lying on them for so many days.

Galvatron stood and began to connect the cords to one another. When he made long enough a strand, he gazed at the light then at the door. "Cyclonus?" He didn't need to say anything more. The other Decepticon studied the doorway, searching for the locking and entrance panel. "Seems to be on the floor, Mighty One." He reported.

Galvatron lifted himself from the ground and carefully removed the lighting panel, handing it to Prime.

"Careful, Galvatron." Prime warned out of habit, not because he was really concerned for Galvatron's safety. The Decepticon said nothing, cautiously examining the inner workings of the fixture. He found the light was supposed to have three tubes but had only two. He broke one of the other tubes and used the thin glass to protect himself from electrical surge. Cyclonus picked up the other end of the cord and after prying open the door's control panel, set the end of the cord inside the locking switch.

"Ready, Galvatron."

The former Decepticon leader looked away, shutting his optics and shoved his end of the cord into the socket. A resounding 'zap' hissed through the air and a slight ghost of smoke wafted upward. Cyclonus pressed his weight against the door and tried to pry it open. Optimus found his opportunity to help and stood behind Cyclonus and pushed. After a moment, the door grudgingly gave way and Cyclonus stepped aside, allowing Prime to finish the job.

And even at this point, Prime waited to be shot at or knocked down as his companions tried to escape without him.

But neither Decepticon did a thing. Prime peered round the left side and Galvatron peered out the right. Prime found nothing. Galvatron found what he didn't want to see.

"So!" He sneered. "The universe still hasn't changed in my absence!" Galvatron stepped into the corridor and faced two Gobots who held them at sword-point. Galvatron held his head high. "I see there's still universal garbage polluting the star systems. Tell me, you two didn't register with the intent of being sapient, did you?"

The Gobot on the right, an apparent vehicle-transforming model, pointed at Galvatron. "Didn't I see your face plates somewhere on the back of an Earth oil can label?" *she* joked.

"Come on, Crasher," the other robot, a helicopter by design, dared a step toward Galvatron. *He* looked uglier than *she* but not as mean. Prime and Galvatron waited for the robots to make the first move. And for long seconds, no one did.

But the male proved to be an idiot and he charged first. Before Galvatron made a move, the helicopter was thrown against the wall. Prime's swift move enraged the female and she shouted and charged. Prime flipped her over his back so that she ended up in Galvatron's 'loving' arms. Prime yanked the vibro sword from 'Ugly', flipped him over on his back then sent him sailing right into their cell.

Galvatron made short work of 'Crasher' and sent her flying after. Cyclonus rigged the control panel outside their former prison and closed the door. He obliterated the controls and smiled proudly. "Four points." He gave Prime a thumbs-up and grinned even broader when Prime returned the smile.

"Forward." Galvatron pointed. The trio walked as lightly as they could for a while until Prime stopped.

"Hold it." He called. The cons both stopped dead in their tracks and stared at him. "Something's wrong."

"Yes." Galvatron agreed. "No one's around. We should have met opposition somewhere around five minutes ago. This can't be a Quintesson ship; no alarms sounded after we escaped."

Prime touched the wall beside him and shook his head. "No. I don't think it's a Quintesson ship. There are no Sharkticons, no slaves. And the Quintessons do not have ships made of calcium and silicate."

"It must still have weapons on board." Cyclonus surmised.

Both cons stared at Prime again as though asking his permission to explore. "Good call, Cyclonus." Optimus instantly answered. "I have my weapon, but the battle on Mars has shorted my subspace circuitry. Whomever repaired us apparently doesn't know everything about Transformer physiology."

Galvatron tapped his chin. "And since we're in the brig, it must mean everything else it above us."

He walked on followed by Prime with Cyclonus tagging them. Some yards away they found an elevator lift and Galvatron discreetly chose the third level. Must be a huge ship, Prime thought. Cyclonus fidgeted next to him and Prime was more than grateful for the vibro sword he accommodated from the Gobot 'chopper'. Although Galvatron and Cyclonus seemed in no need to do so much as belittle him or size him up for attack, Optimus simply could not trust either of them and tried not to let their short conversations throw him off guard.

The lift came to a halt and the door slid open. A single-faced Quint met their optics and Galvatron unceremoniously punched it in the muzzle. The Quint fell with a very agreeable 'thump', tentacles flaying. Both Galvatron's and Cyclonus' optics followed their enemy to the ground then flinched at the resulting sound. The three of them just stood there and stared for a very long moment.

Galvatron called the sword from subspace and frowned. "Humph. Probably should skewered his miserable hide."

"Would have been messy." Cyclonus grunted.

Prime stepped out the lift first and swept the unconscious form in one graceful move. "We don't have time to kill it outright." He glanced at his companions over his shoulder and moved ahead. Galvatron smiled at Cyclonus and followed after.

It took another fifteen minuets' worth of walk before the trio approached another door. A sign dangled above, written in Inouxese. Prime turned around to face Galvatron and Cyclonus, the Quint still limp over his broad shoulder.

"A Quintesson mess hall?" He asked. "Anyone hungry?"

Galvatron pointed to their prisoner. "Don't tell me these tentacle freaks actually ingest energon now."

"No. They still require organic substance. I was just wondering if we shouldn't add this thing to their menu."

The two Decepticons laughed and Galvatron opened the door, allowing Prime to enter first. Optimus slammed the Quint across a table as Cyclonus jammed the door behind them. The Quint came to and spat a nasty black substance at Prime. He missed Optimus but Cyclonus got to experience its disgusting, slimy stench first hand-all over his face.

He didn't look very happy.

Galvatron moved in and gripped its neck like a vice. His whole face contorted into anger. "Weapons, fool!" He snarled.

"I don't talk to slaves." The Quint snarled in Decepticon.

Prime leaned against the table, optics set hard. "We're not interested in your racial preferences. Tell us where to find the weapons room."

"Or what?" it challenged. "You'll hang me upside down-trying to keep in tradition with your repulsive pacifistic ways, Autobot rabble?"

Galvatron released the Quintesson's 'neck' and swiftly gripped it right under all the tentacles. The Quint squealed like an injured mouse and Prime shot Galvatron a surprised look. "Address him nicely, Quint scumb." The Decepticon growled, "I may have changed allegiances, but I'm not beyond murder. Answer the question!"

The Quint had to draw breath three times before turning to Prime. "*Gasp* Three corridors to the right." His voice squeaked like Rusti's and it took Optimus a great deal of self control not to burst out laughing. Galvatron allowed himself a smile.

"Working with your slimy race has proved beneficial after all." The former Decepticon leader purred. "Now, what on Cybertron should we do with your sorry carcass?"

Cyclonus had disappeared then returned from the kitchen, wiping his face with four wet towels. "We can't let him live, Mighty One. He's bound to squeal."

"Making him squeal now as it is." Galvatron's grin broadened.

"I have an idea." Prime interjected. The two cons gazed at him, intrigued.

Galvatron locked the door to the kitchen's walk-in freezer and the three of them could hear the Quint inside whine and plea for release.

"This might work." Galvatron crossed his arms, staring approving at Prime.

"We may need him for information later." Optimus added.

"I hope not." Cyclonus groaned. His companions stared at him just momentarily, but neither of them were willing to tell Cyclonus that he missed a large area alongside his right temple. He turned away and Galvatron grinned and followed with Prime tracking behind.

They traversed further into the ship, searching for the weapons room. A door or two appeared, marked only by a Quintessons' name. Prime trailed his fingers along the dark, rocky bulkheads, listening with everything he had. "Where is everyone?" He asked. "This does not feel right."

"Agreed." Galvatron nodded in front of him. "As though they've all abandoned ship."

"Then," Cyclonus added, "who was the guard that visited us before? And how do you explain the two Gobots?"

"The Gobots are obviously doing work for monitory reasons." Galvatron surmised. "Scutzoids aren't the only 'thugs-for-hire'."

"And it could be," Optimus added, "we were not the only prisoners on board." Prime suggested.

They found the room and Cyclonus rigged it open. Inside they found just about every weapon imaginable. Galvatron set aside the vibro sword and took stock of all the pulsars and laser rifles before them. Rocket launchers and null rays lined other shelves and in a special case lay three rail guns. Prime searched for a tool box of any kind and found only a small one at the far corner of the room. He wasn't too happy with it and decided he'd have to repair his subspace circuitry later. He settled for one of the rail guns, checking it for accuracy, payload and any possible added abilities.

To his right a laser rifle powered up and he jumped to his feet, finding Cyclonus holding a pulsar rifle at him. He aimed at the other Decepticon, who busily reset his rifle's frequency, right in the target range. Cyclonus was setting the rifle to kill.

Galvatron had seen Prime move suddenly and thought they had been discovered, but all he saw was an unwary Cyclonus. He held his breath. "Cyclonus," he said ever so softly. "Put your rifle down."

Cyclonus gazed at him then spotted Prime. The Autobot didn't make a move, his optics bore right through the former Decepticon lieutenant, and Cyclonus suddenly felt very nervous. Slowly he set his hands on the barrel of the weapon and laid it on the ground, his hands held in the air. He stepped away from the weapon.

"Prime." Galvatron called. "Prime, put the weapon down."

No response.

Galvatron approached him, noting how Optimus stood there as though frozen in time. Damnit, they were doing so well, too! "Prime, we're not your enemies."

Optimus finally gave him a sidelong glance.

The Decepticon's optics narrowed. "If we wanted to terminate you, we would have done it back in the cell. If we had no need of you, we would never have come to Mars."

Prime swung the gunpoint from Cyclonus to Galvatron far more swiftly than the Decepticon would have liked. A dangerous light sparked Prime's optics. "What do you want of me, Galvatron?" He demanded. "You act as though we're all long-time friends. You've got a lot of guts assuming I'd trust you blindly."

"Rightfully so." Galvatron agreed. "Far too much has happened between us for you to simply forgo any suspicions. You're right in assuming betrayal at any moment. But I counted on you as an Autobot to give us a chance."

Prime's optics narrowed, cursing his own racial heritage. It made him weak. It blinded his survival instincts; trusting when he should be killing. And he cursed himself for not being more prepared.

But he still could not pull the goddamn trigger.

Galvatron pushed the weapon away and Prime expected to receive a right-cross. But Galvatron only stared at him optic to optic. "Optimus," he said softly. "We're not your enemies. We knew about the attack on Mars and hoped to intercept. But we came too late."

Prime's expression did not change and Galvatron tried to think of something else to say. He stepped away and held his arms apart from his body. "Prime, look at me." He kept his voice steady; Optimus always responded best to a soft voice. "I have no weapons. I can't even transform. I had to give that up in order to live. I was sent back to aid you."

That worked. Prime's stance relaxed a little and he disengaged the rifle. "By whom?"

Galvatron tried not to look too relieved. "I don't have any names. Cyclonus and I are here as fugitives. The Decepticons believe me to be dead. Cyclonus found me-and has been my companion since." Here the Decepticon sent a grateful look at his former lieutenant.

Prime was curious, but not wholly convinced. "And what's to prevent either of you from eliminating me later?"

Galvatron hadn't thought of that. Not really. He had no plans as to how he was really going to convince Prime. Come to think of it, he wondered to himself, there would be no 'convincing' at all. Trust wasn't something given, but earned. He had to prove, to earn Prime's trust. The word 'ally' was far too strong at this point. They needed each other to survive, that much was true. "I'm not suggesting we suddenly become friends." He defended. Cyclonus and I cannot survive on our own. Believe it or not, we need you as much as you need us. All we ask is half a chance. After all, we haven't roused your suspicions until now, have we?"

Damn. Decepticons were a pain in the diodes. Prime faltered for that piece of logic and meekly nodded but turned away from Galvatron, ashamed. He feared they would use him then toss him aside like some sort of Human-made disposable item.

It wasn't the response Galvatron was after. Rather than somehow attaining some sliver of trust, Prime surrendered like a prisoner who had no choice. Or, rather, more like someone who's been abused into submission, he thought dismally. Either way, the Autobot's response caused the moment to turn awkward and neither Decepticon could think of anything to say that would turn the emotions of uncertainty and fear around.

An alarm shuddered through the ship and a Quint ordered temporary personnel to report to the captain-at-hand outside. The message was repeated before Prime faced Galvatron again.

"Outside?" Cyclonus asked. "What does that mean?"

"They're under attack." Prime replied. And just as he said it, the ship vibrated as bombs bounced off shields.

"All the more reason to find a way off this craft!" Galvatron hissed. He checked his weapon and searched the room for extra power clips. Prime did the same and found three boxes. He took one box, gave Galvatron the other and they split the third between them. Cyclonus fancied a pulse rifle and found a limited stock of ammo.

The ship rocked under them and alarm klaxons wailed loudly. The ship jolted again, throwing the three of them right off their feet. The whole craft tilted to the right, straightened then tilted left. It repeated the process two more times before settling.

"That's a strange way to attack a ship." Cyclonus mused.

"No." Prime argued. "That wasn't an attack; the ship is walking."

He didn't pay any attention to their stares.

"Walking?" Galvatron's voice finally cracked the silence.

"Hm? Yes." Optimus recalibrated the weapon's firepower, paying the two 'Cons no more mind than a teacher a student.

"This ship is alive?" Cyclonus asked.

"No." Prime replied, still not meeting either of their gazes. "Artificial intelligence. The Inoux will not enslave sapient creatures. It's against their code of conduct."

The ship shuddered and rocked around them again and this time, the shudders were followed by a low grumble of thunder.

"That's the particle cannon." Prime informed them.

"Let's get out of here." Galvatron stepped out first, glancing left then right and made his way right. Cyclonus marched after, followed by Optimus.

But Galvatron found his plan required more guess work than he hoped. Every hall seemed to look the same. The ship's interior resembled more of a network of caves than corridors. Long dark flat panels raced along the walls, serving the Inoux with multifaceted assistance. He laid a hand on one spot and flinched when the entire panel lit all the way down the hall. He frowned and glanced at Prime who seemed more occupied with their surroundings than Galvatron's blundering idiocy. At that moment Galvatron wondered where Prime's head was. Obviously he wasn't concentrating on the problem on hand. Autobots! Galvatron thought to himself.

The ship swayed again, left, right, left. It tilted back a moment then shifted to a hard right, throwing its insecure passengers off their balance. Prime clung to a wall and gazed at Galvatron. He would have made a suggestion, but it didn't happen before he was attacked from nowhere, something hot and sharp slid down his right side. It came so fast, he didn't have time to cry out. He hissed inward and slammed his back against the wall. Cyclonus must have seen the attacker because his rifle waved one direction then the other. He leaned against the wall next to Prime, then Galvatron copied them, glancing left then right. He heard Galvatron snarled something under his breath and the three waited.

One minute.

Two.

Three.

None of them heard or saw anything, but whatever grabbed them came right through the walls and pulled them in.

Prime found himself laying flat on his back. Soft yellow lights met his optics. A slight pain reminded him he had been attacked a while ago. He checked his chronometer, annoyed to find he had been unconscious for all of five hours. But he couldn't tell what day it was. He lay still and listened to his surroundings. A feminine voice echoed instructions somewhere in the background. He could hear transport vehicles rumble over the ground (though, it was funny-sounding). Someone transformed. Then two Quint's voices muttered to one another, approaching. Optimus supposed he should just 'play dead' but by the time he decided what to do, the Quints discovered him.

"Ahh." The first one greeted. "I see our little package has returned to consciousness. Hello, Optimus Prime. Rested comfortably, I assume."

Prime did not reply, did not even look at the Quint.

"Autobots are such benign creatures. At times I'd swear they can almost be cute."

"Osh. Enough with the pleasantries, Roundoosha." The second one admonished. "Autobot, you will comply to the following instructions or we will simply terminate your miserable existence-"

"TKKT T'DGTKT!"

The phrase took Prime completely by surprise. He sought his language database and rerouted the translator.

". . . what was discussed, Kal-Al-Arn?" It was Inoux, no question in Prime's mind. And it was clearly angry. Optimus couldn't decide who was worse, the Inoux, or the Quintessons. One obviously hated the other; and the two worked together to attain a common goal. Well, at least for right now.

The Inoux leapt and landed on the flat Prime laid on. It moved so fast that if Prime hadn't been bound, he would have flinched. Its four legs straddled his body like a spider. And for a brief moment, Prime's laser core froze in subconscious terror. He . . . recalled this somehow; something like this creature with a triangular head that swayed a moment before plunging its head straight into his body and . . . engorging itself on his life force.

"This exists prize." The Inoux snarled at his Quint companions. "If problem, can converse Tax."

"IT is an Autobot leader." Kal-Al-Arn snarled from Prime's right side. "You're asking for trouble just by keeping him here! If it is discovered that we have captured this piece of g'ugk the same spirit that destroyed the Elipsis might destroy us all."

"Shat!" The Inoux laughed. "I know not concern regarding that spirit. As if It did not dish what you did not deserve!"

"How dare you!" Kal-Al-Arn shot back. "You who devour the souls of entire races and use them as slaves!"

"Chadut! Never be swift incriminate another species, Quintesson sli'kikik! Those mourn for blood and lifes you take moan across space-time continuum. How many lifes to open the first window? How many other lifes remove for second? How many lifes robbed for new wormhole you plant between largest planets here? If people of yours completes your strategies before the Keeper discovers your ploy, I commend you such great triumphs. But here there are more forces work than your traitorous selves. All universe power disposed at you not save your blow holes from their rage. Only crimes we committed be murder and trespassing. The Keeper not intervene too unkindly. Yours will suffer . . . rumors say Council of Zha'tat'tauch . . ." (Here the Inoux sounded as though it had a hard time pronouncing the word) ". . . considering your imminent demise."

A low rumble sounded in a distance. The two Quints and their Inoux companion stared left and the Inoux swung its head. "Chadut! Not again!"

"Fool!" Kal-Al-Arn exclaimed, "Even your great technology cannot detect Humans! The Resistance is back!"

One roar followed another. One collective shout rang across the land and jet engines echoed. Prime could not move. He had no idea what was occurring, except that the explosions and the rumbling were approaching. Laser fire broke out at that point and the stomping of needle-tapered legs thomped across a wooden platform.

Just faintly Optimus heard someone shouting and the words 'blue team' sneaked into his audios. Then someone else shouted "don't kill them!" followed by a short line of cuss words.

Thunder rumbled again and the phrase: "Expeditiousness advised. Counter-resistance, still negotiable." sounded amid all the roar of exchanged fire.

Omega Supreme. The last voice he heard.

They didn't see Omega blast away six 'walking' ships, nor did they see three Destroyer Class Inoux finally step out into the scene. One of them increased its stature to twenty-five feet and begin firing bursts of corrosive acid at their attackers. The human invader made off with six huge wooden crates, eight

vehicles and two Quintesson captives. Ships and subs alike

withdrew, Omega Supreme remained at the front of the cave as a

shield. Then he transformed, pulling base and all alongside his

bulky form and shot straight up without clearing the cave's mouth. His departure shook the cavern and blocked part of the entrance, preventing any ships from leaving.

That was until two Inoux folded out from above the cavern ceiling and shot out after their attackers. But by the time they were able to get out, all they saw was the bulk of Omega Supreme disappearing straight into space.

Prime assumed he had blacked out at some point because where he lay, face down, he knew he was not where he was earlier. His sensors refused to activate. Prime knew he lay unconscious.

Muffled voices entered his mind.

No, one voice entered his mind. It did not do so intentionally, and it was not trying to pry. But he heard it.

It was not Rusti.

"NOT INCRIMINATED. CAME WITH. THEY SAID PRIZES. POISON IS CERTAIN. WILL EXTRACT AND REVIVE."

Something warm settled over his back. It sank into his systems and his sensors shot on-line, his form took breath without his permission and his optics kicked into operation.

The warmth lifted and Prime slowly sat up, confused and disoriented. At first he didn't recognize his surroundings, his optic sensors jumped from one unfamiliar face to another until he realized he was sitting in a huge underground cavern, complete with several water and aerial docking bays located under Ireland.

Captain Ingrid Ozborn of Corpus Christi, Texas stood before him, wearing the new EDC issue uniform.

Ingrid smiled and waved at Prime. "Welcome to our humble estate, Optimus Prime!" She heartily greeted.

Before Optimus answered, two Capricorn-class ships appeared from nowhere and landed softly on the platform to the right. Galvatron and Cyclonus stared all around them in awe. They had never seen anything quite like this before.

EDC Colonel Jordan Glassner peeled off his helmet and grinned infectiously. "I think I deserve a raise for this one." He greeted Prime.

"Agreed." Optimus nodded. "How did you pull this off, Colonel?"

"With a lot of 'big' help." He laughed, his dark complexion brightening as more and more of his people poured into the cave. Two Aries-class planes phased in with markings indicating they were from the G.I. Joe department of US Military defense. Eight other ships appeared, all of them wearing the classifications of other countries: Germany, India, Japan, Australia.

Prime glanced to his Decepticon companions and met Galvatron's gaze. "You've been busy." Galvatron noted.

Jordan talked privately with another officer a moment before turning to the three Transformers before him. "We've been monitoring transmissions on the Quintesson wave frequency for the last three days. If you remember, we've been working on this project for the last three years-"

"Yes, Colonel." Optimus interrupted. "But how were you able to interpret what was being said? No Human I'm aware of speaks Quintesson."

Jordan pointed up and to the left toward the rocky cliff sides of the huge cavern. Prime followed Jordan's finger to a dark shape nestled atop a naturally-formed shelf. At first he couldn't see what it was. Galvatron took a step closer, straining to make it out.

Then the dark shape moved its head; a triangular-shaped piece of work that tapered out behind its skull. One thin pencile leg lifted and pierced the ground. It was as silent as a spider in her web, and as unnerving.

"What the hell . . ." Prime's voice trailed off.

"It came to us." Jordan answered. "Speaks English. It told us they have been watching us for several months before making their first move. I still can't catch its name. But it hasn't led us wrong."

Galvatron set his fists on his hips. "I know Humans like to keep pets, but this is absurd."

Jordan glanced at him. "It certainly is. It was the one who helped us make the attack when we learned that the Quintessons had you. We weren't aware of Cyclonus."

Prime and Galvatron exchanged a glance. Then Optimus gazed back at Jordan. "Were you aware of Galvatron?"

"Well, yes." Jordan answered slowly. "The three of you were in some kind of stasis. We were simply going to kill Galvatron, but the Inoux told us the Decepticons were with you on Mars. I don't know how it knows-"

"The Inoux share one another's memories." Prime replied and as he spoke a swift tapping sounded and the next minute, the Inoux joined them. Its sudden appearance distressed Prime so that he flinched and stepped away.

It was behavior Optimus did not want to display, but his reaction happened before he thought of it.

"MEMORY SAYS DESTRUCTION ON MARS." The Inoux announced. "MANY SHIPS FLED. THREE GONE."

Galvatron stepped closer to Prime. "You're saying three Autobot vessels were destroyed?"

"SAD."

"Why are you helping us?" Prime asked directly. "Won't your people know?"

"LEFT. NO RECONCILIATION BETWEEN ONE VALUE AND ANOTHER."

"You left them because you didn't agree with what they were doing?" It had been a long time since Prime heard the Inoux's way of speaking. Even in Autobot, they had a hard time using the same vocabulary. The Inoux were a species of geniuses, but small talk escaped them.

"MUCH DO HERE. RAISE FIGHTING. OTHER PLACE NEXT."

Galvatron and Prime stared at Captain Ingrid at the same time. But Galvatron opened his mouth first.

"What other place? What's it talking about?"

"Fort Max." Ingrid answered plainly. "We've been picking up a distress call for the last three days. But when we heard they had you, we changed plans."

"How soon will you be ready to move out?" Optimus asked quietly.

"In about two days. We may not be entirely prepared. Some of our ships were taken out by those damnedable walkers."

Prime knelt before the girl, now having lost all trepidation over the Inoux. "Galvatron and I will accompany you-"

"Not necessary." Jordan brushed. "We're big boys, we can do this."

"True. But I'm the only one here who knows anything about Fort Max."

"It's obliterated, Prime. The city's been uprooted, believe me. The Quints phased in some kind of freak creature that bore holes into the EDC district and the Southwest side."

"Perhaps." Optimus answered. "But if Rodimus managed to shut the city itself off, Max might still be operable."

Jordan stared at him a moment longer. "Well, it's your call then, Prime."

The Resistance fighters labored far into the night and late the next day preparing for departure. Optimus learned Australia's Fort Sonix had been shredded, its remains either dismantled and melted into new material or sold to other places. Much of Earth's precious resources were used to help create the gigantic warp gate between Jupiter and Saturn.

"It must be an impressive sight." Galvatron marveled.

"From what we have heard, yes." Ingrid answered softly. She gazed out the window aboard the Expenditure and her expression turned sad. Optimus assumed instantly someone close to her might have been enslaved to work there.

"What kind of people are working on that project?" The Autobot leader asked quietly.

Ingrid turned back, fire lighting her eyes. "Who do you think? Anything that survived the holocaust. It's always the survivors who suffer a worse fate than those who died. Everything is lost, gone."

Optimus nodded solemnly. "I'm sorry Ingrid-"

"Look, spare me the clichés. I'm on my own now. Everything I knew and loved is lost. All I have is vengeance."

Galvatron gave her a cat's smile. "Be sure when you strike, you strike hard and fast. Be sure you strike true. What you dish out, will be three times what you get back. All of them painful."

Captain Ingrid could not look at either of them. Her eyes sought the window overlooking a drab world covered in darkness and death.

They took the underwater route first, moving from Ireland to the Atlantic coastline of Maryland. In the matter of 5 hours, they docked and sent a group out for reconnaissance. They brought back news of Quintesson occupation and slave labor hard at work on a series of new buildings and bad tidings of more devastation.

Prime took it all into account. It meant there were more survivors than he originally thought. He remained silent as the forces moved out of the harbor and around the Florida straights.

A clanking sounded to his left and Prime faced three tall exosuits, inhabited by Humans. Even with the suits, the Humans barely reached fifteen feet. They systematically double-checked their gear and weapons array. The exosuits, nothing like the prototype Rusti used, were new 'toys' developed in Germany not more than a year ago. They too were under the experimental stage and Optimus dared not ask the Resistance how they got their hands on them under Quintesson noses.

Galvatron stepped up and fingered his chin. "Cyborgs!" He decided. "The Humans are trying to look like us."

Prime smiled and stood. "Be nice about it." He warned quietly.

"Bah! They'll never reach our status." Galvatron snarled. "We're much better looking!"

Ingrid joined them a moment later, wearing standard EDC armor. She set her hands on her hips. "What do you guys think?"

Prime and Galvatron stared at her and she suddenly felt naked in front of both Transformers. She swallowed hard, trying not to look nervous. Galvatron nodded.

"Canned Human. Might be an interesting commodity." He turned and made his way to the hatch.

Optimus quietly laughed, trying not to be rude. Ingrid crossed her arms, a surprised smile creased her face.

"I didn't know Decepticons thought so well of us."

Prime glanced toward Galvatron's way, then back at his Human companion. "Perhaps more than you and I thought."

Optimus and Galvatron disembarked first. They agreed to scout about and determine whether or not guards and/or scavengers inhabited the area. Galvatron took to the air, but promised to keep low to the ground to avoid detection. Prime scanned the outskirts of Fort Max, checking for ship engine vibrations and radiation spikes. Sadistic evidence left by the Quints and their minions marred what remained of the huge city. Optimus tried not to allow himself emotional involvement. He pressed forward, tracking several yards across the wasteland of what was once a breath-taking city.

Upon seeing nothing for fifteen minutes, the two Transformers signaled a 'clear' to the Resistance and they lowered their shields and touched down just outside of Fort Max. Six teams of twelve men began a systematic search through the ruins of Autobot City.

"Gods." Ingrid breathed. "Look at this place. Looks like the Quints really had it in for Fort Max."

"Keep the chatter on lower frequencies, Captain." Jordan admonished. "We don't want anyone picked up via transmission signals."

Galvatron and Cyclonus traveled north-west, unknowingly headed toward the R and D District. Never having seen the city before the destruction, the two Decepticons did not take notice how the football stadium was uprooted and burned to a cinder. They didn't see the communications center smashed to a fine sand-like substance. Nor did they realize Topside now lay folded over the western side of the city like a broken wooden block, the great support pillars stood ominous amid the ruins.

In the distance, Galvatron could hear someone crying out how she found Blurr's body, fragmented. A report calling over the Resistance's intracom regarded the melted remains of three Autobots lying along a roadside.

Prime made a bee line for what was once Central Command. He paid no attention to the Humans' chatter as they swept the area, looking for anything either salvageable or alive. Prime knew they would find either very few survivors or nothing at all.

Captain Jordan used his power pack to catch up with the Autobot leader. His helmet informed him of slow radiation leaks and several plasma fires still smoldering in the cold Oregon night.

"I can't detect Central Command." Jordan quipped just to talk.

"You're standing on it." Optimus replied ever so quietly.

Jordan flinched as though he were stepping on someone's grave. The rubble under him; bulkheads and metal walls, Autobots and Humans alike who worked here were all crushed underneath. The captain softly cursed. "It will take a decade to clean this up."

Prime knew he was trying to sound cheerful. But Optimus had seen places like this before. Rebuilding would have to wait longer than a decade. They would have to take Earth back first. They would have to obliterate every last Quintesson lord before beginning to consider reconstruction. And inwardly, Optimus wondered if all that pain, all that effort, would really be worth anything at all. His gaze probed the ruins, searching hopelessly for one tiny plant from his private garden that might have survived the destruction. But in the dark he saw nothing.

"Yellow team reporting," Captain Yanger called over the comline.

"Go ahead, Dave." Jordan cleared.

"You won't believe the amount of fluids this city lost! It's like a lake here! There must have been a really ugly battle."

Jordan glanced at Prime. "Oh? Why's that?"

"We've found several dead Quints, a couple of dead Inoux -and one was Assassin Class. There's a nasty drop here on a ledge. Part of the city here sank right into the ground. The other part has fallen off a cliff." Dave fell quiet a moment then came back with: "We're getting high concentrations of gamma life-force readings here. A lot of Autobot markings . . ."

"Rodimus." Prime whispered softly.

"No bodies, though. Seems a rescue party came and left. Lieutenant O'Leery spotted a huge hole not more than half a mile from here. She says there's some kind of freak creature, looks like a worm of sorts. It's dead, though. I dunno. Looks freaky."

"Diggers." Prime muttered. "Jordan, I'm heading to the EDC district."

"You can't go alone. That's the policy."

Optimus merely stared him down and walked off. Jordan shook his head. "Thanks, Dave. Keep me informed." And he followed the Autobot leader.

The damage done to Fort Max was such that Prime felt as though he were walking in his own grave. Most of Topside lay crumbled like broken pottery. The roadways between the two levels were obliterated. Nothing was left of the fountain standing between the EDC district and Central.

Inwardly, the Autobot leader sighed and resigned himself to the task at hand. He and Jordan walked down the steps, neither of them made a sound.

Bodies lay everywhere; the Quints and Inoux systematically pulled people and robots alike to the outside and tore their bodies asunder. The cafeteria lay wasted, fragments of walls served to remind Optimus of what was once a common ground between two species of people. Three towering buildings that served as living quarters for two thousand Humans stood as naught but blackened wreckage. Smoldering sparks of several plasma fires peeked through gaps and negative spaces.

Jordan looked away, his face twisted in horror and sorrow. He hoped the death count wasn't as bad as it looked. But even that hope, tiny and useful as lint, flew away in the wind of despair. The captain swallowed his tears when Optimus Prime silently pressed forward.

Amid all this, Optimus still moved on, still retained his courage and Jordan drew a deep breath, tasting the stench of death and vaporized metal. He followed the Autobot's posture. Optimus said nothing. But his actions spoke more loudly than any pep speech Jordan ever heard: Everything is gone, but keep going.

Prime led his Human companion to what was the security entrance of the EDC district. They passed through what was a hallway (the roof had been blown off) and there Optimus paused, glancing around.

In the dark, Jordan could see very little. Even with night vision provided by his visor, only rubble and damaged bulkheads met his eyes.

Prime silently pointed left and Jordan thought the Autobot was giving him directions. Actually, Optimus almost didn't recognize the District and had to recall which way the Comm Center was located. He was fully aware of his companion's presence and intentionally walked slowly so as not to loose Jordan. He led the Human to a site leveled by laser blasts. Prime lifted three tons of damaged bulkhead and shoved it to the right, uncovering a hallway entrance.

Jordan recognized the Comm Center, having been through channels just to attain permission to visit alien ambassadors on Upper Level. But he had no idea this was sitting under the Comm Center! His wide eyes spoke for the surprise he could not utter.

"What . . . what's this, Prime?" He whispered.

"A back-up system." Optimus quietly returned.

Jordan flinched slightly, surprised Prime bothered to answer him at all. He followed the Autobot leader's descent into gloom. The corridor walls were scraped and tainted with Autobot blood. Quintesson slime, blood and Autobot tire marks marred the floor surface. And upon entering a room brooding in darkness, Jordan's night vision revealed several Quintesson bodies and two Inoux. He swallowed a lump in his throat. Autobot blood lay in undried puddles.

Optimus moved across the console, finding much of it damaged. He groaned and muttered something in his own language before kneeling before the consol and unlatched a plate. He examined the interior and found one wire cable. Prime followed it with his finger until it disappeared behind another plate.

"Ahh." He whispered. He unlatched the plate in front of that and found the wire tip burned to a crisp. Prime flipped the plate over, finding the very button Rusti had punched before the Quints discovered her presence.

"Good work, Rodimus." Prime whispered softly.

Jordan shook his head, puzzled. "What is this all about?" He demanded.

Optimus finally looked at him. "The back-up plan." He replied simply. "Rodimus and I planned a back-up system in case of emergencies."

"Like this? You knew the Quints were going to attack?"

"No. Not on this scale. Not at this level of destruction. And certainly not with such power. They took us completely by surprise." Prime set the plate against the damaged consol and took to his feet. "We knew the Quints would eventually get brave enough to enter Earth space and attack the city directly. But since we couldn't predict the exact time, we reorganized Max, the city's personality and computer system in two levels. The first level was an omniscient consciousness on the first two levels of the city itself. The other consciousness would act as a back-up system that activates only under emergency conditions, downloading all information into an underground bunker."

Jordan blinked several times. "I hate to be the bearer of bad news, Prime. But reports said that there were creatures that drilled into Fort Max from underground."

"Right. But the bunker isn't here. It's on the other side of Suicide Cliffs."

Jordan allowed himself a small smile. "What now?"

Prime sighed heavily. "Now we go through Central City and search for survivors."

The Resistance rendezvoused in a cavern ten miles south-west of Fort Max. Several team leaders brought their reports and insights to the situation, many of them strongly advising against any kind of enemy infiltration. Jordan and Ingrid listened to all sides of the debate reflecting as much emotion as the three Transformers presently sitting towards the cavern entrance. The team leaders spoke against Galvatron's presence name at least five times and many suspicious gazes shot the former Decepticon leader. Galvatron met their wary looks with a cat's smile, knowing too well what they were thinking. But he and Cyclonus were unarmed, thereby vulnerable to any laser fire. And Optimus would, at this point, vouch for their behavior.

Finally the debates died and Jordan took to his feet. "This is most certainly a precarious position. On one hand, we may have a facility available for the taking. On the other, we have an Inouxian mother ship hovering above Central City just itching to zap whatever moves. I say we risk it. So far, our timing and coordination has been flawless-"

"But we are gambling." EDC Colonel Yearta shot back. "Sooner or later our luck will run out and we will be laid wasted by the Quintesson lords. I say we turn back, forget this insane idea, no matter how promising this so-called facility might be."

EDC officials, survivors and trainees alike muttered to one another, a soft wave of communication that rose and fell like the slow swelling waves in an ocean ripe for the oncoming storm. Optimus watched this procession, painfully aware where this debate was leading. The Resistance came here only on reconnaissance. Back in Ireland, moral was low, living off of victorious raids and an enthusiastic facade. Many of them were tired of the fighting and scraping every drop to survive beyond the next night. He knew the bunker would solve many of their problems. The Resistance stood at the precarious balance between moving on, however weary, and simply giving in to despair.

"What does the Autobot leader suggest?" One pompous loud-mouthed marine challenged. Enough people heard him to turn to Prime in silence. Now they looked to him for sound advice, for some kind of comfort, some kind of assurance.

Optimus could not count how many times in his life he had been in this position. "You cannot hope to win this war." He stated simply. And that was met with sneers and frowns. "Those that have attacked your world did so for a special reason. They knew where and when to hit us. The only thing you can do at this point is survive. Whether it's to the next day, or to the next decade."

Prime stood from the wall "The Quintesson lords themselves are here. They have brought with them an ally sworn to work for a common cause. We don't have a clear idea what that goal is. And your forces are scarcely enough to match the Inoux."

"And what do you suggest we do about the Inoux, Prime?" Mr. Loud Mouth called again. "Shall we write an eviction notice and charge them for rent on our planet?"

His crass words were met with some nervous laughter. But what he said really wasn't that funny.

Optimus' silence made them uncomfortable and some squirmed where they stood or sat. "The bunker was designed for this kind of situation. However, we did not plan on the Quintessons engaging an alliance with these creatures . . ." Prime paused a moment, drawing Galvatron's attention. ". . . your only chance against the Quintessons and the Inoux is survival. Your drive should be to rescue others who have survived to this point. You owe it to those who have managed under their own power. You owe them a chance to keep going."

Jordan eyed the Autobot with puzzlement. "So, you're saying this bunker, being so close to the mother ship, is the answer we need?"

"It has facilities you don't have. Supplies, a medical facility, raw materials, weapons, food, storage units . . . " Optimus didn't need to say anything more. He finally found hope in a few faces before him.

Ingrid stepped forward. "I agree with Optimus. I think we should search for survivors. After all, we would be right under the Quint's noses and that would be the last place they'd bother looking."

Galvatron smiled at her. Brilliant reasoning. How many times had the Autobot forces pulled the same prank on him?

"What does the Decepticon say?" Yearta challenged.

Galvatron hesitated, his optics bounced from one person to another. "If there be two things I have learned from your species it's the frailty of your construction. How mighty your instinct to survive. If you were in a city cast in ruins, would you not hope for someone to come and rescue you? Optimus Prime is right. Now is not the time to fight, but to survive. Live to fight another time."

The room fell disturbingly silent. Optimus could almost hear them thinking. Then Jordan swung his arms up and dropped them. "What would you suggest we do, Prime?" He asked.

Optimus was waiting for that. "I suggest a team be sent into Central city. Another team should remain at Fort Max to secure the grounds and seek for possible survivors. The last team should take the bunker."

Ingrid stepped forward. "I and whomever wishes to volunteer will remain in Fort Max and set parameter camp."

Yearta frowned. "I'll accompany anyone who decides to stake out Central City."

Jordan nodded. "I shall take the bunker. Those opposed can either remain here or return to Ireland."

Eight people volunteered for the Central City search. Galvatron also volunteered as firepower back-up. Cyclonus chose to stay with Ingrid at Fort Max. Optimus had a personal stake in mind and chose to lead the Central City expedition. He suggested traveling up Autobot River right into Cascade Lake sitting west of Central City.

Becky Jovone strapped on her gear then turned to the Autobot leader. "Sir, why not trek through the woods toward Central city? They're less likely to detect us than if we were to raft our way upstream."

Optimus smiled at her. "Inoux rarely consider water a threat. They think more in terms of land and conventional travel since they have no water where they come from. They will not post guards along the river and lake. But the Quintessons will post a patrol along the pass way between Fort Max and Central City trust me, this is the best way to go."

Galvatron agreed it was a good idea, but he didn't like the idea of skimming over water on a mere board-even less so at night. Prime assured him it wasn't as difficult as it looked. He only received a glare. Reluctantly, however, the former Decepticon leader complied, knowing his emission trails might be echoed by the water and detected by Quintesson scanners.

"And how long will it take to reach Central City?"

"About an hour." The Autobot leader answered. He double checked his equipment then waited for their Human companions.

The river churned in a dark mood. Water lapped at the edges, the little ripples bounced back and forth, a pale moon kissed their crests. The surrounding brush and trees and the cold autumn air made even those wearing protective exosuits shudder with imaginary chills.

They skimmed along the water in the dead of night. Optimus led, followed by Galvatron. The Decepticon kept his balance and timing in perfect rhythm, his optics shooting back and forth between the Autobot leader and their Human companions. Small fluffy clouds assailed over the waxing moon as they made their way upriver. Prime's and Galvatron's metal bodies gleamed cold and dark, reflecting light cast by moon and water. Their optics glowed eerily, betraying their non-organic bodies.

A splash sounded to his left and before Galvatron could find what caused the sound, his hydrofoil toppled and over he went.

The Decepticon was shocked by the water's depth. He and Prime stood thirty feet high . . . the river must be at least forty or fifty feet deep! Something tried to rend his leg as he struggled toward the surface. But Galvatron's exostructure was designed to resist even Grimlock's terrible jaws.

That didn't mean the impact didn't hurt. He kicked his attacker with his good foot then produced his weapon from subspace.

But the Sharkticon blew up before Galvatron had the chance to fire.

Prime, obviously also sabotaged by their attackers, appeared behind the Shark's carcass. The two swam topside, finding themselves caught in a crossfire between Sharks and Humans. Galvatron's board popped up beside him and he smashed it against two on-coming Cons.

Bam.

Bam.

Bam.

One Shark bought it right after another as Optimus fired his weapon. Galvatron pointed his weapon at three of their companions and blew away two Sharks encroaching behind them.

The Humans stared at the Shark bodies then back at Galvatron who smiled, very pleased with himself.

"Sharks . . . hardly a challenge!" He declared.

Unfortunately for the former Decepticon leader, the rest of their journey was not so exciting. They moved on, hoping their little venture with the Sharkticons would not rouse unwelcome curiosity. They shut off the 'boogey boards' and allowed the river current to carry them out to the lake.

Central City's once crowded shores stood dead silent in the night. docking bays that bore the weight of tourists, sea vessels and traders now stood uneasily peaceful. Prime led his companions from the water to the solid steel docking bay and glanced all around.

Shops and businesses lay decimated. Prime remembered how busy the port used to be. He remembered hearing thousands of conversations going at once. The vacant streets cried out to him, echoing the same emptiness that filled his soul.

Galvatron stood silently beside him, noting not the emptiness that Prime saw, but the devastation and ruin. Not one building stood. Not one boat was left without laser marks. Not one person or living thing stirred from the ground.

And it stank.

"They're all dead." Prime mourned.

"You could not have helped them." Galvatron answered in the stillness.

Optimus shot him a sharp glare.

"No." Galvatron insisted. "You would have been killed or taken prisoner, also. Was there not an Autobot base here?"

Feebly, the Autobot leader nodded.

"And they could do nothing." Galvatron added. "If they, being such a number, could not help, how could you expect to do more?" He nodded toward the rotted flesh of the dead, "They died living. That was their crime. Your crime was helplessness. All you can do, is save their children."

Prime stared at the ruins. Galvatron pressed ahead and Prime wished he had the strength of Galvatron's indifference.

"Come along!" the Decepticon called, "We have survivors to find!"

Becky glared in his direction, staying close to Prime. "What does he care?" She snarled through their comlink.

"It's a personal thing to him, now." Optimus answered softly.

"How so? He never cared before. And why do you trust him so blindly?"

Optimus gazed at her. "Because he could have killed me several opportunities before. I suspect that whatever trauma Galvatron suffered to return here, it was enough to shake sense into him."

Becky frowned. "Are you always so blind toward people?"

"Everyone deserves another chance, Becky. As long as there is life, there is hope."

"Even for a criminal?"

Optimus smiled gravely. "I hope that when I make grave mistakes, someone else would also believe in me. That's why I'm giving Galvatron this chance. It doesn't mean I trust him blindly, it means I'm giving him the benefit of a doubt."

The group traveled about half a mile inland, finding a landscape completely redesigned by the Quints. The foothills surrounding Central City were carved inward. Whatever weapon was used to obliterate the city, took liberty to wipe a twenty-foot wall naked of tree and grass.

The sight of Central City's ruins forced Prime to stop in his tracks and his companions all copied his movements. Floating a good mile above the town hovered the Inouxian mother ship, suspended like some kind of glowing jellyfish. The air traffic around the ship came and left to and from the ruins. Even at the tender hour of 1 A.M., air traffic was heavy.

In the midst of the town sat a huge, brightly lit arena. Just faintly Prime and Galvatron could hear the roar of a cheering crowd.

Becky stepped between the two robots and used her visor to give her a closer view. "Looks like a game is being played over there. Look at what they've done to the city!"

"Quintesson games." Galvatron sneered softly. "Despicable."

"Yes." Optimus agreed with as quiet a tone, "However, it might be the perfect set up for us." He didn't like to think what kind of entertainment the Quints were providing for their comrades. And the Autobot leader resolutely shut out memories of the attack on Fort Zenith.

The group continued silently. Aliens and Gobots occupied the ruined city like jackals playing round the carcass of some dead animal.

"This is good." the former Decepticon leader declared. "I've always wanted to sneak around a city on Earth."

"And if we get caught?" Optimus asked.

Galvatron glanced over his shoulder. "We'll just say it's your fault. We didn't pay anything for your tourist guide skills."

They agreed the Humans would advance first since Galvatron and Prime would make obvious targets. Times like these made Optimus wish he could change down to Human size. They advanced into the heart of the city, their senses and scanners alert to every little noise around them. The Humans moved forward with some uneasiness and Prime realized Galvatron had fallen back.

The Autobot turned to his companion and was surprised to find the Decepticon glancing about, a sadness-an honest sadness crossing his features. Optimus did not know whether or not he should ask Galvatron what bothered him. Their relationship seemed too new for an expression of concern to surface; but Optimus was concerned.

Galvatron spotted Prime staring at him and the Decepticon forced a loped smile to twist his lying face. "Reminds me of home, I'd guess." He answered Prime's unspoken question. "All the messes that . . ." He turned away, the smile died on his lip components. " . . . has to always be cleaned up after . . . a fight."

Shame accompanied those last few words. Honest shame. Optimus gave Galvatron a lighter look, but it was not a smile. "We'll send the cleaning bill to the Quintessons."

"Heh!" Galvatron's smile widened like a cavern then died again. "They never pay their bills." He stomped on, the rubble crunching under his boots. Optimus followed with a cautionary glance backward.

They crossed through the outer lying neighborhoods, passing house after house, finding the dead crushed, burned, decapitated, or shot. Whatever it took to kill people, the Quintessons and Inoux executed their invasion with finality. Optimus decided Galvatron was right. Even if he had been here, there would have been nothing he could have done. Rodimus was every bit as good a leader as he and this still happened. Fort Max, Fort Sonix, Central City . . . all gone. And Optimus now recalled the news cast he received on Mars.

This startled him because for the past several days, Prime had been unable to recall much of anything. His life seemed more like a nightmare, his consciousness acted as if the past few days were an unreality, swept away with the alarm clock in the early hours of the day.

But he now remembered the news . . . Montana, Utah, Alaska, New Jersey, Dakota . . . Metroplex . . .

And Galvatron's laughter trailed in the disquieting autumn morning breeze. Prime found the others moved on while he stared at the ruined houses and yards. He dashed to catch up with them as Galvatron tore off a poster of sheet metal bolted to the only standing wall of a church. He handed the sheet to Optimus as he arrived and cackled with amusement.

Prime stared at a wanted poster, his own face etched clearly on its surface. "They must know we're here in the area." He frowned.

"It doesn't even look like you." Galvatron joked. "It looks better!"

Optimus eyed him without looking up. "Very funny."

Galvatron sighed and stared into the far distance. Debris fields were nothing new to him. On or off Cybertron, they all seemed to look the same after a while. At least, the Decepticon thought, I did not cause this one.

He allowed himself a slight smile before spotting movement just south by southwest of his location. "Found something." He informed his companions. Instantly three Humans rushed to his side but Optimus took his time arriving.

Becky gazed at the two Transformers who shrank in size just enough to top the fifteen-foot exosuites. "What do you guys think?"

"Scutzoids." Galvatron automatically sneered.

"Survivors." Optimus offered.

"Scutzoids scurry about in such a manner. Always shifting and dashing to and fro." The Decepticon countered.

"Perhaps." Prime accepted. "But so would a Human if hunted by scavengers or killers."

"Alright." Becky set her suite on auto scan. "I'm taking Yarez and Doldon. Gannings, Yearta and Mornorn will stay here."

"Very well, but try to stay within a five-mile radius." Prime cautioned. "Any further than that and we will not be able to quickly reach you."

She tossed him a smile. "I'm a big girl."

Nearly twenty minutes passed. An unsettled silence hung in the air and Optimus had to use a great deal of self-control to keep from dashing outside to search for Becky.

"It's grown quite. Something's wrong." Galvatron said over the internal communicators.

"I know." Prime answered solemnly. "I'm going out there."

"Send one of the Humans."

"Not when I can do it myself." Optimus argued.

"They can be replaced. You cannot."

"As if they're recyclable?" Prime snarled over the communication link.

Galvatron remained quiet for a long moment then: "Yes." He replied evenly. "You are an Autobot leader. They are not."

A sound argument, Prime had to admit. But he wasn't going to take the advice of a Decepticon who considered life a thing to be used and tossed aside. Prime silently slipped away from the safety of the building, their companions heard nothing.

Galvatron frowned. "Autobots!" he growled.

Prime picked his way about the wreckage. Ruined buildings and cars did not populate the area as much as the dead bodies and Optimus knew sooner or later disease would set in. How like the Quintessons to ignore such dangers! If those who survived the cataclysm didn't die of injuries, starvation, deprivation or shock, they would most likely die of disease propagating from the dead.

Pain sharply struck him from behind and Prime slammed face-first into a crumbling wall. He turned and scampered backward as a black spider-like creature aimed for him again. Prime swept up the stem of what was a flag pole and held it like a lance. The spider-like thing had disappeared, however and left the Autobot a little unnerved.

"Foolish. Foolish. Come back to play. Only end up dead. Maybe worse. Worse. Come. Set you out of misery. Painlessly die."

The energon in his system ran cold. Optimus thought he knew that voice, that same voice, ancient and merciless. It took him a moment to compose himself. "Come out here, if you feel you are superior." He ordered.

"Tak, tak, tak. They dance a simple tune." From the corner of a damaged bank stretched one pencil-thin leg. A body followed it, no outlines, just a terrible black shape of legs and a torso, a thorax and a triangular head and a long deadly tail. "Come, Optimus. End life quietly. Give your blood. Join others knowing peace another life. Come. Come." It tapped toward him, one long dark leg followed another. The body stepped over this and that. The squared tail flowed and snaked. Prime could not move. It filled his soul. It projected into him, calling him by a soothing warm tone, though the Destroyer Class now said nothing at all.

The blurred image of an attacker shot across the way and slammed hard into the Inoux, crushing it into the nearby brick building. It screeched and shrieked, infuriated. But the motion and the noise shook Prime out of his trance and he leapt to assist his rescuer.

Galvatron grabbed hold of one leg and might have succeeded in breaking it off, had the creature not tried to spit at him. That proved advantageous for Optimus, however. The moment the Inoux opened its maw, Prime plunged the pole in and through the back of its head. The alien crumpled in Galvatron's arms.

The two said nothing as they stared at the body of a creature more powerful than either of them. Finally Optimus allowed his frame to relax and he turned to Galvatron. "I owe you-"

"Nothing." Galvatron interrupted. "Nothing at all."

"Galvatron-"

"No. You owe me nothing." The Decepticon stared at him, red optics cool, "You are here because . . ." He found he could not finish it. He could not bring himself to say it. Galvatron turned away then forcibly turned back to stared at Prime in the optics again. "You are here because I believed in your character. Nothing less."

Gravel crunched under the tiny metal-shod feet of Human exosuits. Both Transformers turned as Yarez and Doldon dragged another figure with them. Clad in make-shift armor, the figure did not put up a fight.

"We found her nearby Becky's body." Yarez snarled. "Becky is dead."

Prime and Galvatron glanced at one another again before turning their gazes toward the center Humanoid figure.

The female's voice surprised Prime, "I didn't kill her." She snarled, "A monster did." She removed her helm and Prime visibly flinched.

"Dezi!" He gasped softly.

Her eyes fell upon the dark beast and nodded in its direction. "There will be more of them. You're welcome to come stay with us for a while."

"We came looking for you, Human." Galvatron answered. "We have far more to offer."

Dezi's eyes stared into a distance. Optimus could tell she suffered traumatic shock. "Dezi, if there are other survivors, I suggest we get them to safety. The sooner we move, the better."

She mutely nodded. "You'll have to come with me. I can't tell you where we are. Sometimes the buildings have eyes and ears."

"Are you . . . alone, Dezi?" Optimus asked, meaning her family.

Dezi turned away, not daring to glance back. "No." She whispered.

They returned to Gannings, Yearta and Mornorn who expressed their concern in angry words. But neither the Autobot nor the Decepticon bothered to answer their demands. All four Humans started to question Dezi about Becky's death, but Optimus felt it was not the time and put a stop to it.

It wasn't easy following Dezi Witwicky through the debris. She crept and scampered the ruins like a mouse in a junk yard, almost as if she had lived there all her life. More than once, Galvatron and Prime had to use scanners as the young woman slipped in and about fallen buildings, over smashed cars and shredded bodies in a north-eastern direction from the mall.

Once they approached Akira Avenue, Dezi silently pointed for Dandon where Becky's form lay slumped across the obliterated body of a '25 Mercury Titan ATV. He checked Becky for life signs and shook his head, indicating the woman was indeed dead.

Optimus sadly watched his Human companions struggle to deal with the death of their friend.

They traveled close to what was once the zoo and Prime's spirit sank. He loved Central City. He loved the buildings, the people and the culture.

Now it was all gone. He paused as the others passed him, their minds already occupied with the death of one person. Optimus concerned himself with the death of two cities. Privately he longed to grieve but found he could not. If it was shock, he hoped it would not wear off for a long time.

Galvatron insisted he kept watch outside while everyone else followed the young woman. Dezi led them to the ruins of the county library and downstairs into a dimly-lit basement. Water slowly seeped from cracked walls and support beams moaned under the weight of upper floors. Optimus was careful not to hit or contact anything that looked too fragile. He knew just by examining the surroundings the little hideout would not last.

"Dezi!" Another familiar voice cried out as Prime stepped in. Dezi was greeted by a crippled form of a woman. Her shredded clothes flitted in the wind of her movement as she raced for embracement.

"I'm okay, Mom." Dezi's voice remained level. "I think we've been rescued."

It took one glance at Prime and Netty broke into tears. She covered her face as another woman came up and guided her away with soft words and a gentle touch. Dezi sighed as her iron-clad self-control kicked in. She lifted her chin slightly and raised her voice loud enough for everyone to hear.

"Everybody, listen up! We're leaving right now. EDC has come to take us to a refuge. I want everyone who can walk help those who can't. Pack up what you have. Let's go!"

"Dez . . . Dez . . ." the bent shape of a man staggered toward her, holding a piece of tattered paper in his hand. "I got it, Dez, jus like you said! Just like you said!"

Optimus read a gasp in Dezi's face, though she made no noise. She whisked up a dirty coat and laid it across the injured man's shoulders as the EDC officers combed through the basement to help survivors gather their precious belongings.

"Uncle Jax, you promised me you'd take a nap." Dezi's eyes shot at Prime and she shook her head, indicating she didn't want any questions right now.

"But it's here." The man sat when she produced a rickety chair for him. His form trembled, one arm clung uselessly to his body, a deep gash bled red and white with infection. "This is where the water was, Dezi."

Dezi lifted his face and Prime cringed at the pitiful sight of Jax Tolomsky. Wounded and obviously bewildered, Jax's whole world seemed to include nothing more than attention toward Dezi.

Dezi lifted her chin and kissed him between the eyes. "We're going right now, Uncle Jax. I found somebody who can take care of your arm."

He stared at her with dry, empty eyes. "My arm?" he asked. "Will they have water, Dez? We need water."

She nodded fervently. "Yes."

"That's my girl!" His hollow eyes reflected pride.

But Dezi turned away, her self control crumbled like a house of crackers and tears marked tracks down her dirty cheeks.

Prime knelt and wiggled his finger for her to approach. She patted Jax on the arm and promised to be right back. Dezi wiped her face as she came and took a deep breath amid the smelly room.

"Dezi," Prime said softly. "Perhaps it's best I transport everyone. We can't wait for an air lift. We're not that far from the river."

She shook her head. "It's dangerous. Even if there are none of those freak spider-like things, there's still Sharkticons and several other weird things prowling about-"

"We have no time for debate." Optimus softly interjected. "We must get you and your people out of here."

Her eyes slowly peeled from him to those survivors who tried to gather their things and assist someone else as fast as their broken spirits and torn bodies allowed. Dezi mutely nodded. "I'll-I'll tell my Mom and get Jax ready."

Prime turned back to Tolomsky and wondered what horrors the former city Chief of Police must have suffered to be in such a condition. Even hearts made of steel crack under duress, the Autobot leader thought gloomily. He was there, just like that, many times in his life.

But only the lucky ones ever manage to pull through.

Galvatron moved on ahead of Prime, clearing a path straight to the river. They kept careful watch for aliens. Dondan, Yearta and Yarez followed Prime, keeping close watch for ambush.

Optimus kept scanning every inch of the way, very much surprised they had not been either attacked or discovered as yet. Roller scampered and skidded all about them, sometimes nearly running into an annoyed Galvatron who said nothing. It bleeped, keeping a five-minute communiqué with Optimus. It seemed something was amiss; the whole thing just didn't feel right.

Dezi, Jax and Netty rode in the cab while the other survivors rode in the trailer. Dezi broke out a first aid kit Prime produced from under the seat and cleaned Jax's infected wound as well as she could. She wrapped it carefully and gently cleaned his face with a gauze pad.

Netty stared out the driver's side window, her vacant eyes assessed the devastation with no reaction. Her arms remained firmly tucked under one another. At the point, of one familiar setting, she swallowed hard.

"That's my job." She murmured. "All gone. All gone." She bit her lower lip, struggling to keep away the tears. But one escaped her control and she forced air into her lungs and threw her eyes elsewhere.

"Prime." She called, her voice wavy with emotion. "Where were you? Didn't you know we were under attack?"

"Not until it was too late, Netty." Prime answered quietly.

"Too late?"

"Transmissions from Earth do not reach Mars. We lost contact with Cybertron. We were stranded."

She wrinkled her brows, having no idea what he was talking about. "But . . . subspace . . ."

Dezi glanced at her mother, "The satellites are down, Mom."

Netty drew another deep breath. "What about Daniel?" She asked, her voice a little stronger.

"I don't know." Optimus answered with the same leveled voice.

"What do you mean you don't know?" She nearly snapped. "Didn't you get any messages at all?"

"No, Netty. But Arcee's body hasn't been found, either."

"What's she got to do with it?" Netty's face wrinkled in near disgust.

Dezi sighed impatiently. "Mom, don't start anything."

"Well, what about Resonna, or Brian?"

"Rusti is with Rodimus." Prime answered. "I don't know anything about Brian."

Netty huffed and rolled her eyes. But she said nothing more. Dezi's expression fell at the mention of Brian's name. She slowly closed up the first aid kit, her strong shoulders narrowed.

Tolomsky laid a dirty hand on hers and Dezi greeted his eyes with sadness. She swallowed hard. "I still see it. Even sometimes when I'm awake. It'll never go away."

"It won't." Jax replied quietly. "Not for a long time."

"What?" Netty asked sharply.

"Brian." Dezi answered meekly.

"What about him?"

Dezi shrugged. "I guess you have to watch what you say to people; that sometimes even meaningless curses can come true."

"What's that, Dezi?" Prime asked with a softer voice.

"I saw him die."

Netty swallowed air. "Dezi!"

"I can't talk about it." Dezi swiftly added. "Brian paid for his sins. But I never thought it would be . . . like that."

"What about your Aunt Delphra?" Prime asked to change the subject. He could hear the horror in Dezi's voice and did not want to pursue dark thoughts.

"I don't know." Dezi replied softly. "I just know the deaths and the screams." She fell quiet again before softly repeating: "Just the screams."

They safely arrived at the embankment. Much of the vegetation stood charred or lay in ash heaps. Galvatron and Yarez swept over the area in search of signs of spies or possible traps. But again, there was nothing to be found.

Roller bleeped softly as it scurried from under the wreckage of a nearby building. Normally Prime would have welcomed the tiny scout vehicle, but he had other passengers and the little car zipped back and forth as though homeless.

Galvatron stomped back to Prime with a shaking head. "Nothing." He reported. "There is nothing here."

"That's strange." Prime answered quietly.

Galvatron grunted.

"There should be something, anything here. Even if it's a Sharkticon guard. What do you suppose it might be?"

"A fight." Galvatron answered simply.

"Between the Inoux and the Quintessons?"

"Most likely. But this is afternoon. The Quintessons like to be-"

"-Entertained." Prime swiftly answered. "I think I understand."

Galvatron impassively turned away and tramped down the bank and dipped into the stream of filthy water. Prime followed him, his passengers held tightly as the cliffside of the embankment caused his squared form to rock and slip. Once he was in water, however, the underside of his vehicle form shifted, tires rotated and slates of metal slipped out of subspace.

Dezi allowed herself to grin as the Autobot shifted forward after Galvatron. All Optimus needed was a pair of wings and flight capabilities, he'd most certainly be multi-purpose.

"I don't remember much, except that there was a terrible tremor in the ceiling above me. The whole train shook and it was all I could do just to hold on. Some people feared they would be crushed and so they jumped. They were killed from falling cement or light fixtures. I stood in the doorway, clinging to the post as the train swayed from side to side and finally derailed. I thought that was frightening. What came after the quake was even worse."

Dezi gave the EDC officer who attended her arm a weary smile. The nurse returned the smile and moved on to the next refugee. Dezi fingered a cup of herbal tea offered her in a small Styrofoam cup then sent her brown eyes climbing all of Optimus Prime's terrible height. She squirmed a little under the stare of his unblinking optics. He wanted to hear everything, but weariness and trauma had taken much of what Dezi witnessed and experienced from her present memory. She would sleep fitfully and dream and pray to forget.

At least the Resistance group were really nice. They made sure all her people were well cared for the very second Prime and Galvatron brought them in. Cyclonus and the others secured the bunker earlier that day, having no more trouble than clearing brush and debris from the entrance.

If it was luck, it was sent by whatever god someone else believed in. If it was all a trap to lure the Resistance into a false sense of security, then Dezi was just as guilty as they, daring to hope they had a refuge.

"It's alright, Dezi." Prime urged gently. "Take your time. You do not have to tell me everything all at once. I can wait, or I can leave you alone entirely."

Dezi thought him very kind and she felt encouraged enough to struggle through the haze of shock. She leaned back in the comfortable bed and snuggled under the warm soft blanket. The huge bunker was beautifully designed, well-equipped for just about every emergency thinkable. The young woman dared not to imagine how many years were spent in its planning. "Well, I managed to climb my way out and staggered around like a lot of other people. There was no light to speak of and everyone kept asking if anyone else had a flashlight or a cigarette lighter of some kind. A couple of people were able to create a make-shift torch, but it didn't last. At least, not when those monsters came-" and here Dezi cut herself off, biting tears. She turned to Tolomsky who lay in the next bed, sleeping under the spell of a tranquilizer. She was offered one too, but she wasn't ready to sleep. Not yet.

Optimus remained silent, not wanting to push her any faster or further than she was willing to go. He marveled at her tenacity, her strength to keep moving in spite of shocking circumstances.

Dezi turned back to him and sipped her tea, suspecting it might be laced with a sedative. "You know, my life up till now has more or less been pretty normal. Pretty boring. I get up, I go to work, I come home and study. I take time to see my friends and volunteer at the women's refuge. But now . . . now what will happen to me? Where does my life go from here?"

Prime tilted his head a little to the left, his optics darkening slightly. "Wherever your strength leads you, Dezi."

She wrinkled her face in puzzlement. "What's that supposed to mean?"

"Often in times of peace, we do not see the heroes, Dezi. And I know you will meet the challenge with everything you have. Your Grandfather's spark resides in you."

The tea was indeed laced. Sleep lured Dezi to settle a little more comfortably in the first real bed she slept in for over a week. She smiled in gratitude. "Thank you, Optimus. I guess we can talk a little later, when I'm not so tired. Is that okay?"

"Hmhm. Good night, Dezi. No dreams." And he stood, taking note how the young woman turned on her injured shoulder long enough to take another glance at Jax before rolling back and falling asleep.

Two days passed while the Resistance managed to organize themselves enough to decide what to do. The captains argued and bickered into long hours of the night, discussing  their position against the enemy.

The three Transformers present listened until seemingly bored, Optimus slipped away. Hoping not to look too obvious about it, Galvatron searched the bunker for hours, finding not a trace of the Autobot leader. Humans frowned at him in passing, but said nothing. Galvatron knew they would rather see him blown to pieces and scrapped. They were angry and frustrated, but the Humans could say nothing. The Decepticon kept his amusement to himself, knowing the flesh creatures would easily take offense.

Finally, late at night, he found Optimus outside staring across the plane toward the ruined, besieged city. Knowing words were not the thing for the moment, Galvatron silently took a place on a nearby rock and stared toward the tiny lights that made what was left of the town and the hovering Inouxian mother ship.

No crickets chirupped. No frogs burped in the cool autumn night. The stiff mountain breezes registered at forty-one degrees against the Decepticon's exostructure.

Silence and darkness.

But here, in the cold night, Galvatron did not fear the silence. Just sitting in the quiet with the presence of another soul felt good.

Finally Prime stirred from his somber stillness. "How could I have prevented all this? How it could have been stopped? All I have are grave memories." He paused for a second and ended with "How did they know, Galvatron? How did they know right where to hit us?"

Galvatron sat straight, but his optics did not move from the debris field. "The answer you seek may never come. The question you must ask is 'what now', not 'what if'. Do you plan to stay or will you go to Cybertron? Will you seek your Second and follow his path? Or will you choose to stay and lead these people?"

Galvatron's words could not have been truer. Optimus touched his chest and though he felt nothing at this time, he feared it would not be long before the virus would eat its way past his defenses and begin its malignant work again. "I doubt my path lies here." He answered at length. "I don't know why, but it's not here."

"Cybertron?" Galvatron suggested.

"No. Not Cybertron. What will happen, will happen in spite of my attempted interference."

"How do you mean?"

Prime now turned and a sadness crossed his face plates, a sadness the likes of which Galvatron had not seen in millions of years: True despair.

"It is a dead thing in a living body." Prime's voice echoed his expression and he had to look away.

But his actions were too late. Galvatron saw the tears. "You do not wish to return to Cybertron?"

"No. I gave it to the Paratrons. I left them a grave and returned to Earth."

Galvatron's face twisted in confusion. He carefully picked his way down three feet until he gained a good position on the mountain ledge near Prime's side. The Decepticon peered into Optimus' expressionless mask. "I don't understand." He nudged carefully.

Prime's optics grew distant. He no longer stared at the city below them. He no longer studied the Inouxian mother ship that, for some reason, failed to register them or the bunker. And Prime wondered really how, with all the Inouxian technology and the Quintesson's soldiers marching over the globe, how the Resistance managed to survive. "Sometimes," he began softly, "life, giving life, dies at birth."

Galvatron's red optics darkened with suspicion. Optimus was purposefully evading him. He used riddles and poetry to give an answer. Long ago, this evasiveness would have enraged the former Decepticon leader. If Galvatron had been any less a person than he was now, he would have burst into rage.

Instead, he took on Prime's evasiveness as a challenge and considered the words carefully. Birth and Cybertron. There was no birthing on Cybertron. At least, there had not been for a long time. At least, not that he was aware. "Vector Sigma?" He whispered.

He was rewarded with a silent gesture from Optimus Prime; the bowing of his head. It was enough; Galvatron knew it was an affirmative answer. But Galvatron did not gloat over his correct guess. He did not whoop and holler, demanding attention toward his intellect. And after the next moment, Galvatron too grew somber. 'I gave them a grave . . . life gave life and died at birth . . .' And the Decepticon shuddered inside. "Vector Sigma is dead." He surmised in solemnity.

"Yes."

Prime's strong baritone voice filled only the distance between them. The answer, an awful burden for anyone to bear, tore Galvatron's spark. They were doomed. As a race, the Transformers were as good as dead. No more Autobots, no more Decepticons. No more anything. What was left was what was left. And Optimus just handed Cybertron over to the Paratrons, not because he was being nice in giving them a home, but because he knew sooner or later Cybertron would be unfit for habitation. Oh, the power and glory of the planet's Rebirthing would undoubtedly last hundreds, maybe even thousands of years. But Transformers had longer life spans than that. Once the power drained from the planet, the air would 'rot' and the water supply would decompose and then radiation would spread upward from the lower levels. Millions would die from electronic viruses caused by air-poisoned energon and machines corrupted by rust damage.

If it was dawn, Jax Tolomsky could not see the sun. He no longer cared, anyway. The world he knew no longer existed. There was only the shades of light and the food given him when it was available. The only bit of laughter in his life was his niece.

Movement caught his dry eyes and he turned, finding Dezi sitting on the metal flooring against the firm clean bed next to his. The 'old man' twisted his body so that he lay on his side supported by an elbow, his eyes rested on his only treasure.

"Dezi." He whispered. "You're finally crying. I thought the shock woulda worn off long ago. You're crying."

Dezi swiftly wiped her cheeks and tried to mask her face with determination. But it did not last. And it would not work well with Tolomsky anyway. Jax was too smart. "I guess I was just thinking how lucky we were to survived as long as we did. And how many people we left behind-those people we didn't find. I dunno, Jax."

"We'll get to them." Tolomsky batted his eyes, his face too weary to smile. "I know one way or another you'll find a way. You found me."

"You found me." Dezi corrected. Her eyes fell to the floor and her shoulders rose and fell. She felt him stare, knowing he was searching for the right thing to say.

"We're gonna do it." Jax insisted. "We're gonna survive."

Dezi shot her eyes away and shook her head as another tear smeared her cheek. "Are we? What's all this, Jax? What the hell are we still doing alive? Nobody from EDC or the other organizations wanted to listen to me out there in that meeting earlier today. They're all so concerned about saving their own skins, they don't give a damn that other people out there need help."

"They're scared, Dez. Just like the rest of us. Scared senseless. They need a direction. This place ain't so bad. I bet there's more t' this bunker than Prime's willing to say in one brilliant speech."

"Prime." She nearly spat. "I can't believe he'd be stupid enough to go into the city just carousing around as if it were his private garden looking for stragglers to adopt."

"I'm sure if he felt it were too dangerous, he would not have come out."

"You don't know Prime. He's an idiot. Safety isn't in his vocabulary. I could tell you things he's done that would make you shit."

Now Tolomsky smiled in his old casual way, a spark lit his tired, shock-driven eyes. "I know a few. I've been around. I don't think you give him enough credit. He's been around longer than you and me put together. And you know, Dez, if there's anybody we should be looking to lead us, it's him. But nobody's asked. Nobody's thought of just asking-"

"No!" Dezi shot him a cross look. "He doesn't belong here, Jax! I want him with my sister! He can't really help us here. Not really. He'd do us a great deal more good if he were away, planning a counter-attack from the outside."

Tolomsky fell quiet a moment. His eyes bounced from one side of the ward to the other, not really taking account of the number of beds or those who occupied them. He did not see how some people made a home around their bed by somehow taping photographs of lost loves, letters from friends. One woman slept with her daughter's doll.

Dezi sniffed and wiped her face with her sleeve. Her face fell blank as her thoughts drifted.

"Have you thought about talking to him?" Tolomsky asked quietly. He hoped his question would not make her mad.

Dezi slowly shook her head without looking at him. "Why should I?"

"Cuz, he's been through all this before. You want direction, Dez, we got someone who might know what to do. I think he's just hanging back because he's aware of Human pride. He knows, Dez. He knows."

Tolomsky's words earned him a gaze from her. No anger, no frustration. Dezi shuddered from her tears and drew a deep breath. Then she nodded.

There was another meeting late that afternoon. Dezi heard it was supposed to solve problems regarding communication protocols or some other uneventful thing. They were in the middle of a crisis and all the EDC officials could think of was arguing whether or not to use citizen's band radio language.

But she noticed Optimus Prime wasn't there, either. So she traversed the bunker from end to end, from west to east and found no sign of him.

"Try the great outdoors." Galvatron suggested, although she did not ask him directly.

"How did you know I was looking for him?"

But the Decepticon did not answer. His stone-faced features remained cold as he turned and walked away. Dezi did not know how to interpret that; if it was his way of being non-threatening, or if he was being rude.

She took his advice anyway, knowing he could be lying to her and setting her up to be killed. But nothing of the sort happened. She found Prime sitting among the choppy, rocky surface of the mountain side gazing north-west toward the city and the hovering Inouxian mother ship. Dezi climbed round the boulders and perched atop one that allowed her to stare into the expressionless face of the Autobot leader.

"I didn't see you at the meeting." She said after needlessly clearing her throat.

"Oh. Is that what that was?" There was a smile in Prime's voice and Dezi was amazed she caught it.

The young woman smiled at herself, "Yeah. I couldn't stay, either." She tried to see what he was staring at and saw nothing other than the huge mother ship floating above the distant city. "Prime, why don't you just take over as our leader?"

He did not answer her right away and acted as if he did not want to look from his distant stare. But he did turn to her. "Tyrants take power, Dezi. Leaders are given it."

She thought of it for a moment then smiled. "Well, if you were our leader, what would you suggest we do now?"

He turned from her to the mother ship and Dezi tried to figure out what he was looking at. "If I were your leader? If I thought everyone would accept my advice and proposals?"

"Yes." She replied, "And what are you staring at that's so interesting?"

"The very reason I am not your leader is because I know no one would agree to my suggestion."

Disturbed, she fell silent. He still must be insane to some degree.

Or was it 'survivor's insanity'? Dezi thought about Jax's words, how sure he was of the Autobot leader, even after the traumatic affects of the Matrix Virus. "What would that be, Optimus? What would you plan to do?"

Before he could answer, thunder echoed around the landscape. Dezi and Prime both stared in the north-easterly direction, expecting a large ship to take off at any moment. Instead, a brilliant flash lighted the area brighter than day and instinctively, Prime and Dezi ducked for the other side of the slope. Another thunderclap smacked the air, causing the rocks around them to vibrate, some even cracked. Daring a look, Prime peeked over the edge of the rockface and spotted six Inouxian ships tilting in the distance. Two Quintesson shuttles followed, their typical corkscrew design twirled in the air, each rotation brought about an array of laser fire.

"What is that?!" Dezi demanded. "What's going on?!"

"Galvatron was right. It would seem our two foes are at each other's necks for the moment." Prime fell silent, his optics narrowed darkly as a plan started to form. "Dezi, let's head back. I have a feeling this incident is not isolated." With that, he slipped down into the nearest entrance and she quickly followed, wondering if he was thinking what she was thinking: Opportunity might be at hand.

"Did you see something? Did you hear the noise?" Jordan asked as Prime and Dezi entered the bunker control room.

"Yes." Prime answered deadpan.

"What did you see?"

"Several ships in battle. Can we get a visual?"

Those present glanced at one another, puzzled. No one had touched the control boards yet.

"I can run it." An Oriental high school student called from the back of the room. She was given access, though people tried not to stare at the treated gash in her cheek.

Prime folded his arms, impatient. EDC members were supposed to be trained in surveillance equipment and other computer operations. Instead of bickering over communication protocols, someone should have been studying the control boards.

Dezi approached the girl and studied her movements. "What's your name?"

"My family is dead. You can just call me 'Banshee."

"Can you patch into other systems from here, Banshee?"

The girl tapped a few keys at the pad and flipped the switch for greater access, allowing Max to work on other commands while she scanned the board. "I don't know. I'm not all that familiar with this board. But I looked at it earlier today and I can operate rudimentary stuff, sensors and the like. Oh, there it is-looks like the satellite is pretty much fried. But the link-up is there and I can patch from that to another if you want."

"Do it." Optimus ordered.

She smiled, self-assured and went to work.

Ingrid entered the control center and glanced from refugee to EDC member and other international army officers. When her eyes fell on the girl busily manipulating controls, she turned to Jordan, a look of near disgust twisted her face. "Don't we have any engineers who can operate the board?"

"Why hasn't anyone bothered to look at the equipment while everyone else has been setting up house?" Jordan snapped in return.

Dezi sighed and rolled her eyes. Pointing fingers was not going to get them anywhere.

Ingrid crossed her arms. "Are you kidding? We just found this room no sooner than this morning-"

Jordan nodded. "So we're relying on a child to run the board-"

"That's enough." Dezi interjected. The two of them turned to her. And she added, "If you think you can find someone more qualified, I highly suggest you find that person now while Banshee is working." She paused while Jordan hesitated. "Well, go on!" She snapped.

Reluctantly, he turned and stomped out. Dezi turned back to Banshee. "You're doing a wonderful job, Banshee, keep it up."

Not more than three minutes passed and the huge screen finally told the occupants the one thing they did not want to see: "No data. "I guess that means all connecting satellites are down or destroyed."

Optimus knelt next to her. "Can you link up to another satellite? Perhaps a television station?"

Her brows bounced and she tilted her head slightly then raced her fingers over the keypad at lightening speed. Then she sat back and shook her head. "I need call letters. I'm a first semester exchange student-"

"KRDI." Prime answered.

She keyed it in and two seconds later, they got an acknowledgment. But then it also required a password. Other onlookers quietly moaned in despair. How could anyone ever guess a password? Dezi crossed her arms and leaned against the consol, her head bowed in thought.

Banshee stared at the monitor. "This whole thing was owned by Buger Enterprises." She thought out loud. "Maybe . . . Optimus Prime, weren't the Protectobots born in Central City?"

"Yes. But why would they be a password?"

"Because . . . you once said they were a gift." And Banshee tapped in the word PROTECTOBOT.

ACCESS GRANTED.

In four seconds they got a full view of the devastation of Central City and its residential areas. Dezi squeezed Banshee's shoulders and stared at the screen, not so much at the devastation as for key points, vital enemy holdings and possible strategic locations.

"Banshee, could you possibly zero in on certain places?"

"Yeah, sure. What would you like, Burger King or McDonalds?"

"This is not a laughing matter!" Ingrid snapped.

Dezi sized the other woman with typical Witwicky fashion. "Keep that attitude and you'll end up dead." She warned.

Ingrid gaped at her. "Are you threatening me?"

"I don't have to. Life does that well enough.  Banshee, I need you to pin point that one area where the smoke is rising. Can you do that?"

"Now hold on here!" Ingrid shouted.

Prime cut in, "I think I know what Dezi is looking at Ingrid."

Banshee managed to triangulate the area and brought up a newly-built structure complete with Sharkticon guards and Human slaves pushing huge carts of scrap metal.

Ingrid finally approached the control consol and dared a cat's eye glance at Dezi who pretended to ignore her. "What the hell is that?" she asked.

"A Quintesson manufacturing facility." Prime answered solemnly. "They're processing scrap for raw materials."

Dezi shook her head. "They didn't waste any time making themselves at home here, did they?"

Jordan came dashing in followed by a scrawny stray-cat of a fellow with mangy hair and a dirty face. "This guy used to sell com . . .pu . . .ters." His voice trailed while everyone stared at the screen. "What is that?"

Dezi turned to face him and gave the other fellow a visual once-over. "What's your name?" She asked, her voice critical and level.

"Rinstat."

"Can you run a board?"

"Well, I'm more diagnostics. I might be able to-"

"Do you have any engineering experience?"

"Yeah. I made my own RC cars."

"No. I'm talking weapons manipulations and transport vehicles."

"Now hold on for a goddamned minute here!" Ingrid interjected. "Who died and made you boss?" Ingrid peeled her eyes away as Dezi's eyes locked onto her, staring at her just like a Transformer.

"Since you and your committee seem to be so busy trying to decide how you're going to handle communication protocols, I figured someone ought to put on an exterminator's helmet and kick these things out of here."

Ingrid shook her finger at the younger woman and if she had been a cat, her tail would have been swishing. "You are way out of your league. You don't have the faintest idea as to how to survive let alone lead-"

"Excuse me?" Dezi crossed her arms. "I managed to keep forty-seven people alive for two whole weeks with NO weapons and the only rations we had was food *I* managed to find. I might not know much about your fancy equipment and machinery, but I am a survivalist, lady, which is something you people don't seem to understand. You obviously know nothing about Quintessons-they hate and fear Humans. We can use that against them. Our only problem are the black freak Spider-Things. We know nothing about them, except that just a while ago, Optimus and I spotted them and Quintessons fighting between themselves. We can use that against them too, as a distraction."

"Won't work." Jordan objected. "The others will never go for it."

Dezi pierced him with her eyes too. "Well. I guess they can just stay home and take care of the babies." And she aimed for the door.

Prime, who had been privately enjoying the little cat-fight exchange, pulled his optics from studying the monitor to Dezi as she was leaving the room. "Dezi, where are you going?"

"To do some planning." And the doors slid behind her.

Jordan set his hands on his hips and looked cross. "Who does she think she is?"

"A Witwicky." Prime answered simply.

Ingrid pointed to the monitor. "There is no way we can do anything about that without calling attention to ourselves and getting our butts kicked. You said earlier that our job is to lie low and survive. Now you're siding with this girl who wants to attack the Quintessons?"

"First of all," Prime answered, "Dezi is right. We should not let the Quintessons get away with what they're doing. Even as we speak, they may be setting up other manufacturing facilities around the world. Secondly, it would give us a better idea as to what exactly is going on between the Quintessons and the Inoux-other than the information I have."

Jordan glanced again from screen to Autobot. "And what information is that?"

"The Inoux have a business deal invested in this project. I suspect the Quintessons have given them-as they say-an offer they could not refuse. What that might be, I don't know yet."

Both Ingrid and Jordan fell quiet for a long moment. All occupants in the room watched the monitor as slave team after team continued to push huge carts of scrap metal into the factory.

Then Ingrid's stance relaxed a little. She sighed and rubbed the back of her neck. "Well, what did you have in mind?"

"I don't know." Prime answered simply. "Why don't we ask Dezi?"

The collected 'officials' of the Resistance agreed to hear Dezi's idea and a meeting was scheduled in two hours. Dezi did not seem all that impressed when Prime found her and told her the news. She sat against the wall on her bed and frowned, glancing motherly at Jax who lay sleeping. Most of the other occupants had left for the mess hall, taking many of their friends or loved-ones with them. But Dezi was not hungry and she did not wish to sit with her mother and listen to a line of complaints.

"Well," she finally answered. "I guess it's nice that the 'powers that be' decide to take some their precious time out of their schedules and listen to my ideas. But I don't think they'll take me very seriously. Either way, I don't think I'll be staying here."

"Why, Dezi?" Prime's voice came soft and low.

"Because they're fools. They think they're all safe and sound here. They think nothing can touch them because you're here with us. They think nothing can hurt them. But you're-" she cut herself off and smirked softly. "You're hot property. As long as you stay here with us, we're in even greater danger of being discovered. The Quints, no doubt, will sooner or later learn how to track down Matrix energy emissions.

Prime smiled with his optics. "Your grandfather would be very proud of you right now, Dezi."

She shrugged and frowned.

"I think, Dezi, this is your calling."

She shook her head. "No. They can't take me seriously enough. You saw how those two dunderheads reacted to me earlier. That broad was ready to tear into me with claws fully extended. And that imbecile couldn't tell the difference between a diagnostics major and a computer programmer."

"What if I told you I have something that would give you an edge?"

"You mean I need to pick a fight?"

"No. You don't need any help in that area. And you don't need anyone to help you prove yourself to them. I believe in you, Dezi. I have something here in the bunker-" Prime tilted his head slightly, his blue optics flashed brilliantly a moment. "The meeting does not start for another forty-five minutes. Let me show you something."

She took another glance at Jax and nodded.

Prime led her to the lower levels. Dezi marveled at the intricate engineering feat it took to create such a base. Everything was carefully thought out from lighting to structure, to wall paneling. The bunker was designed to accommodate both Autobots and their Human companions. And there were access ports at every angle and turn and Dezi wondered what all this bunker contained because obviously, there was a great deal more than space, a huge supply of rations and descent bedding.

Prime introduced her to a flat square in a wall, a square, very much like the others, but a slightly different texture. Well, all the panels in the walls had texture, but the textures were all different, the metal burnished or polished in different directions and styles. The panel slid up, they entered and it slid silently back down. Light shot on the instant Prime stepped through and the room revealed itself stocked with weapons and ammunition the amount of which Dezi could not even dream. Her eyes about fell out of her face, her mouth could not stretch any further.

"What the hell . . . is this what you and Rodimus have been doing all these years? Rusti never mentioned this!"

Prime harumphed almost in amusement. "If that's the case, it's probably the one thing she doesn't know."

Dezi smiled, silently laughing. "Well, this is a really pretty room, Prime. But don't you think you should show it to the Resistance leaders instead of me?"

Optimus did not answer. He advanced toward the back end of the room. Dezi dashed to keep up with his footfalls and they walked for quite a few minutes-fifteen by the young woman's account. Against the back wall lined a series of drawers like a giant's in-wall filing cabinet. Prime entered a code from the right-hand drawer second from the floor. It opened silently and he withdrew a small metallic box.

"This is not something to flaunt in front of anyone else. If it were any other time, I could very well be accused of theft." He handed it to her and Dezi stared at him long before she finally opened the box.

She blinked and stared at the prototype force field EDC armor suite. It was an exact replica of Rusti's with the slight exception of color. She managed to look back to him. " . . . I don't know what to say." She finally managed.

"You're welcome." Prime answered softly.

"You thought of everything." Her voice trailed off as she stared back at the piece of equipment. She did not dare tell even Optimus Prime how often her sister and she would go out to an empty field and work on using the suite. Rusti told her how she figured how to operate it so that the suite was a weapon, not just a fancy personalized force field.

"Not everything." Prime immediately answered. He produced another box, one slightly longer than the first.

Dezi felt like a girl attending a private birthday party. She lowered to her knees and opened the second box.

An alien chrome-plated rifle hung suspended in a cradle in the box. She ran her fingers lightly over its cold surface and glanced back at Prime.

"What . . . what . . ."

"An Antares Screamer." He answered gravely. "It's a weapon of incalculable power. I know I can trust your judgement regarding its potential, Dezi."

A Screamer. Dezi all too clearly recalled the situation years ago regarding the Antares Screamer and how the Doppleganger war cult had acquired a Screamer. Fortunately, they did not have it for long. But the devastation still scared much of Douglas county leaving a permanent land mark in one hill where a hole, pierced clear through to the other side.

"Ohmigod." Dezi whispered. "You did think of everything."

"No." Prime sadly replied. "Not everything."

Dezi and Prime entered the bunker's outer chamber, a hanger for flying Autobots and EDC jets. Several folding chairs made three rows for audience participants and ten chairs behind two tables divided the 'committee' between EDC and other surviving officials from governments around the world.

Dezi felt as though she were being put on trial, not questioned by her peers. She held her head high, determined to have her say, whether or not they agreed to it.

Jordan stood as Galvatron, Cyclonus and Prime took the

back side of the audience.

Jordan, sitting next to Yearta, laid his arms over one another, his face set straight. "I believe the rest of us would like to hear your proposal, Miss Witwicky. But I warn you that not all of us may be supportive of your ideas. We're talking survival. What you suggest might jeopardize our secrecy."

Dezi's eyes shot cold darts at him. "Willing to hang me before I speak?" Her voice rang as cold and clear as her gaze. "I'm pretty sure if I were an officer or just a common male citizen, you'd give me more respect." She watched Jordan squirm under her accusations and tried not to smile. "I suggest we under-handedly sabotage the Quint's operations here. This bunker is the only one of its kind here on Earth, is it not, Optimus?"

"Yes." Regret filled the Autobot leader's voice. "There would have been others had Rodimus and I-"

Ingrid rudely interrupted here: "And because it is the only one of its kind, all the more reason for us to lay low."

Dezi turned to her with a raise of brows, as if Ingrid stated the obvious. "I agree. We should not make a spectacle of ourselves. But we can attack inconspicuously. If anyone here knows anything about Quintessons, I'm sure you will recall that Quintessons are a superstitious people. If they find something goes wrong without reasonable explanation, generally, they take is as a bad sign." She turned back to Galvatron, her face set in solid self-assurance. "Is that not right, Galvatron?"

"Unarguably." The former Decepticon leader confirmed.

Dezi turned back to the committee of frightened leaders. She could look at them with disgust for being so cowardly. But Dezi understood their position. These were people who had lost everything; their homes, their loved ones, their lives. All they had left, for the most part was themselves because even hope was not in their hearts. Her heart swelled with compassion for them. All they needed was a good morality boost and she believed she could give that much. "Give me three people." She asked, her eyes scanning from one group of officials to the other, "And weaponry of my choice and we will shut down the Quint's manufacturing-"

Yearta jerked to his feet, his face red with impatience. "By yourself?" He snorted. "That's insane and absurd! We are in hiding-you're just a woman, what can you possibly do-"

"Don't you go acting like an ass mad with rabies!" Tolomsky's voice filled the cavern, surprising Galvatron.

Dezi nearly lost her face as her 'uncle' hobbled in the hanger with a make-shift cane. "You people hide behind reasoning, coming up with all kinds of ideas as to WHY it can't be done. You listen to this young lady! She's held us together for two weeks, gathering food and water, going out by herself-all by herself risking her life just so a few of us can keep on going. You listen to her!"

The committee fell silent or turned away, embarrassed. Jordan stared at his own hands, guilt cast over him like a looming bird of prey. Finally he drew a breath, but now his expression changed to stone. "What, Optimus Prime, would you do?"

Prime moved slowly, unsure really if Jordan wanted to hear his advice, or was looking for an avenue of excuses. "If I had any doubts in myself, and found a measure of hope in another, I would follow the other." He answered carefully.

Jordan's dark eyes pierced him. "So, you're saying I should do what the girl says."

"I think you should consider her words. At this point, no one can tell how the tables will turn. The Quintessons and Inoux are fighting among themselves. If there is any ground to be seized and held, it must be now, while the distraction lasts. As for Dezi, no one said good ideas must always come from genus, the military or political leaders, Jordan. There have been times when even the least of Autobots has come up with the most brilliant of ideas. If you value her experience and consider her judgment sound, listen to her. You are not speaking to a child when you talk to Dezi Witwicky. I stake my life on it."

Dezi did not look at him, but a smile swept her face. It was the nicest thing anyone had ever said about her. She lifted her chin and rolled her shoulders back. "This is the hour of heroes." she declared. "Strap on your backbones, boys and girls, we're going to war."

"Please be careful." Jax begged as Dezi prepared to depart.

"You know I will."

"I know."

Awkward silence.

"Did you want me to pick anything up on the way home, Uncle Jax?"

Tolomsky batted his eyes, a little surprised. He forced a smile over his face. "Yeah, Dez. A half gallon of chocolate marble ice cream."

"Ice cream?" Miss Witwicky looked up from checking the controls on the wrist panel of her exosuit for the millionth time. The Screamer lay safely in a cradle of subspace to her right side. She only had an hour to give it a glance-over before their departure. Fortunately, Optimus knew enough about it to give her a few instructions. The rest would have to be tested on the battle field. She said nothing of it to anyone nor did anyone offer her anything the EDC used during their European battles.

They were expecting her to fail.

Jax gazed at his feet, knowing his request could not possibly be fulfilled.

"How about a gallon instead?" Dezi offered. "That way, both of us can get a tummy ache in the morning."

Jax couldn't help smiling and he silently embraced her before she left.

Three days later, she returned with the ice cream.

Dezi about gagged as she and Daren Pasley scampered from one crushed building to another like unseen mice stalking the wheat field in the middle of some distant hot afternoon.

The air suffocated under a gauze of smoldering buildings and a metal stench rising from the Quintesson's manufacturing facility. Just faintly, Dezi thought she heard screams coming from there, but she said nothing to her companions.

The quake that chased Rodimus and Springer back to Fort Max left a chasm a quarter of a mile deep and stretched two miles along the west by north-western part of Central City. It was perfect for the disposing of Human flesh after the Quints used the poor souls to death.

Dezi's other two companions, Chang Tzu and Emryk Murrow, covered the eastern side of the area and kept in touch only through an occasional bleep to let Dezi know they were still alive and out of danger. They crept from ruin to ruin, scampering and kissing the filthy, often blood-drenched ground as street after street brought them closer to their target area. The three robots promised to meet them, but Dezi had no idea how they were managing to keep so well out of sight. She heard nothing in the terrible stillness of dusk; not so much as purr of an American-designed Cybertronian Semi.

She dared to stand to her full height, taking a good hard glance at the area. The damage was such that Dezi did not recognize what part of the city she was in. If it were the 'café scene', not so much as a table was left untouched. If it was a business district, then only the cars and the buildings stood. Too much like tombstones, the young woman thought dismally. It was hard to believe only a few weeks ago, Dezi herself was in school, day dreaming about summer vacation. It was hard to believe how all this, all of a sudden, could turn her whole world into the shambles of some badly written Stephen King novel.

"What do you see, Dezi?" Her companion asked in a whispery voice.

At first she thought about telling him of the tombstones. Then she considered reporting the devastation that choked her heart. She saw a woman's rotting arm projecting from the crushed window of a pulverized building, but Dezi did not want to mention it. She almost said 'nothing', when her eyes caught sight of the Quintesson manufacturing facility. "I think I see the place." She answered instead. "But I can't make it out."

"No sign of Prime and the others?" He asked, fumbling his back pack for something.

"No." She paused a moment and again heard imaginary screams.

Pasley glanced at her before producing a pair of binoculars. "Did you hear that?"

"Trying to pretend I didn't." She muttered.

"Gawd, what are they doing over there?"

Dezi moved forward, now determined to carry out her objective. "Whatever it is that Quintessons do best, Mr. Pasley." She replied humorlessly.

They moved on, silently stepping over the ruins of automobiles blown to pieces. They crept along the naked areas of the streets, those spots left untouched by the devastation.

And the stench seemed to penetrate even their clothes. Dezi had to pause a moment or two to cover her mouth and nose and wipe her watery eyes. She decided to activate the exosuit. To hell with what Pasley would think or say if he realized something different about her.

Dezi was able to breathe more easily the moment the suite's force field came on. At first she thought it would make a sound, but it did not and not only was she able to breathe more easily, Dezi realized her body felt lighter and her sight grew sharper. As she lay belly-down on the ground, waiting for the right moment to move on, she caught sight of a small rock laying about a foot from her. Dezi took a chance and pointed her finger at it. A small spark snapped from her finger and the rock shattered.

"What was that?!" Pasley snapped in fear.

"I dunno." Dezi answered calmly. "I didn't hear anything."

"I did. Sounded like someone stepping on a rock."

They waited for about twenty minutes until Murrow signaled he and Tzu were in position.

Another beep softly peeped and Dezi knew Prime and Galvatron arrived on the other side of the factory. She drew a deep breath and moved first, Pasley tipped lightly behind her. They scampered some yards along the crevice until they spotted a massive bridge.

They stood just a few feet from it and stared. The bridge wasn't freshly-poured metal, but an evil conglomeration of Autobot bodies pounded into a smooth, even surface. They hadn't even been melted. Their metal frames were simply crushed and bent, sliced and smoothed.

Dezi thought she was going to be sick because she could tell two, maybe three Autobots were still barely alive. The young woman swore with all her soul she never knew a species more barbaric than the Quintessons.

Pasley grabbed her by the hand and yanked her to the ground. She glanced to his left to see what frightened him suddenly and spotted several huge beasts on six legs tugging huge carts behind them.

If huge was the right word. Not only were the carts containing scrap metal incredibly large, the freaky things tugging them along were also huge. They almost resembled tape worms, their bodies sectioned off in squares, their heads were little more than freakish oval eyes and a mouth much like that of a praying mantis. Their six legs were like the Inoux-mere insectoid with fine needle-points of hardened texture rather than conventional appendixes or feet.

Three such things passed them, regarding Dezi and Pasley as not more than bugs in a pile of refuse. Then five more carts came along. These were pulled by human slaves. It was a sight more pitiful than the dying Dezi had seen in the last two weeks. The slaves were barely clad. Their skin sagged in pasty grey. Their eyes either covered by bands of cloth, or staring in trauma. Other slaves didn't have eyes.

Dezi's skin turned clammy.

A huge group of prisoners stumbled behind the caravan. A single-faced Quint with the oblong head and sharp teeth floated along side them. He spoke to them in his own language, obviously cursing and threatening them. Dezi gritted her teeth. This would be a great opportunity to get inside the complex if she and Pasley could somehow join the group of prisoners without the Quint spotting them.

The procession started over the bridge. The insectoids crossed first, one, two, three. Then the Humans started over with their load. The Quint whipped one little boy and cursed him before spitting in his direction. But some other young man became the victim of the spittle and he coughed, gagged and dry-heaved. The Quintesson whipped him.

All eyes turned northward when one human slave screamed. The caravan stopped and the Quints floated to the first cart tugged by the poor souls.

Dezi knew this blessed distraction would not last and she gripped Pasley's hand and they joined the flock of pathetic prisoners. The woman she stood beside stared at her with wide, hopeless eyes.

"What are you doing here?" She whispered. "You'll be going to your death!"

The Quint returned and snapped the electro whip over the heads of prisoners and the caravan pressed forward. Dezi forced herself to look straight ahead as she found herself having to walk over the flattened, bloodied body of a slave, fallen under a cart wheel.

They crossed the chasm and Dezi and Pasley heard people moan and gag at the stench of dead bodies beneath them.

And to think, Dezi Witwicky thought to herself, not more than two weeks ago this was one of the finest cities on Earth.

Prime crawled from one building, followed by Galvatron who advanced again, tagged by Cyclonus who covered their backside at every fragment of sound. Had any Humans been around, they would have been amazed at how silent the Transformer's footfalls came-fleeting and grinding no noisier than a small dog passing over a gravel-covered alleyway.

But something grabbed his chest suddenly and Optimus caught himself and bowed over just as he was about to make the next move. He fell hard on his knees. Something bucked inside; a Darkness tried to break from prison. Prime shuddered, not even remotely aware Galvatron gripped his shoulders shouting his name. He was not aware four ships poured from the Inouxian mother ship. He was not aware how close they had come to the Quintesson factory.

Optimus was not even aware that for the moment, he had lost his sight. His automatic defense systems kicked in and rerouted power to the tiny implant. Another moment passed and Darkness receded. Optimus' sight cleared. He shuddered, his senses reeling from slight overload.

"Prime!" Galvatron struggled to keep from shouting again.

Optimus regained his equanimity and gazed into the blood-red optics of his Decepticon companion. "I'm okay." He weakly answered. "Just . . . just lost my balance, is all."

Galvatron scrutinized him, optics narrowing darkly, suspiciously. But Prime, ashamed of his momentary weakness, only looked away.

The roaring engines of Quintesson fighters rumbled overhead. The three Transformers lay as flat and as close to off-line as possible. The ships moved on, heedless.

Cyclonus raised his horned head first and watched the fighters fly northward. "They're moving on a serpentine trajectory." He informed his companions.

Galvatron and Prime stared off after the jets then glanced at one another. "How much time?" Optimus asked.

"If the Quintessons are engaged in a fight with the Inoux, chances are they will try to weasel their way out of it." Galvatron answered. "Their greed always outweighs their desire for violent entertainment.

Optimus recalled how the ships came and left every four hours. What did it mean? Why? "Something important has to be inside that factory." He hypothesized. "Otherwise, there would not be such a ritualistic ordeal over it."

The two Decepticons glanced at one another.

"You mean," Cyclonus translated, "the Quintessons have something we want to examine for ourselves."

Optimus silently nodded.

Galvatron fingered his chin, mischief lit his optics. "We'll need a way into the factory. That means a diversion will be necessary."

And both he and Prime turned toward Cyclonus. The Decepticon's lip components fell apart in silent protest. But he knew arguing would prove futile.

After another twenty minute walk, Dezi and Pasley approached a great sliding door to the factory. Sulfur and melted metal filtered the air in a ghastly sweet-hot aroma.

The door slid up and Dezi knew if she and Pasley were going to do anything, it needed to be now. But she really hadn't expected this kind of opportunity and could not decide if she would start problems here outside the complex, or inside. If she entered the factory, chances were, she and Pasley could get cornered. If they stayed outside, they might not get the kind of action necessary to cause trouble.

As if she had prayed for help, four Quintesson shuttles shot out of the factory just as five dark triangular ships came soaring out of the clouds. A part of the outside wall fragmented when a laser snapped at it. The Quintesson slave-driver shouted for its prisoners to keep moving, its tentacles flaying in a panic. Another laser kissed the ground, tossing dirt, debris and bone fragments at the prisoners. The Quint kept shouting and demanding. Recognizing a good distraction, Pasley at the Quint's electro-whip, knocking it out of the creature's 'hand'. Then he shot the wheels from under the nearby cart, thereby obstructing the door from sliding down.

"RUN!!" Dezi shouted to the prisoners. The Quint came right for her. She pointed a finger at the ugly thing and a bolt of power slammed into its huge face. It screamed, enraged and fell backwards, tentacles flaying in every direction while prisoners ran for their lives. That was when a small Quintesson craft actually crashed into the factory wall, creating a close-order explosion that knocked everyone off their feet.

Dezi and Pasley crawled as fast as they could and crouched behind the wreckage of a brick building. Other runaway prisoners were fried as they dashed for safety.

An Inoux vessel swiftly landed nearby and three Destroyers leapt out and attacked the Quints. Two Quints lost their tentacles two and three at a time until only their torsos and heads were left. They kept screaming until the Destroyer Class hacked off their heads. The other two Destroyer Class clamored over the wall, their pencil-thin legs left dent marks in the smooth metal surface. Dezi heard morbid screaming; weapons fired at random. Dezi scampered from safety to help those still inside the complex, still bound to their cart.

That was when the jet engines of a Transformer thundered too closely overhead. Twin infusion guns melted the remains of the Quintesson vessel.

Dezi had never heard or seen a Decepticon in flight. But she knew what a Transformer sounded like. She lifted her eyes to the dark brown clouds and watched as Cyclonus sped over the factory, executed a perfect vertical loop, amassing in speeds no Human pilot could endure. He shot back down in a perfect straight descent and fired at the Inoux vessel with no results.

Well, not exactly 'no results'. The four Quintesson ships that left not more than a few precious moments ago returned with ferocity and aimed lasers and rockets at the lone Decepticon jet.

Dezi almost jumped up and down for joy. It was yet another blessing not looked for. She wasted no time and ran straight into the factory and placed the first of six bombs at the door way. She ran down a huge corridor, breathless and excited at the same time. At any second she could be caught and crushed or shot on sight by some slimy five-faced freak with tentacles and cotton for brains. Pasley tracked behind her, pausing now and again to cover their backsides from possible ambush.

"What are we looking for?!" He asked her over the com.

"We'll know when we find it!" She answered, almost daring not to breathe.

The earth shook and rocked the facility. Dezi and Pasley hit the wall on their right, pressed against it for the moment. The wall opposite them raised just slightly and six slots in the upper portion slid down, revealing the ugly brown sky. Hatches from the ceiling slid open and folded, bolts unscrewed themselves and gun turrets lowered and zoomed through the opened windows.

The two Humans dared one look at each other before Dezi pointed a small weapon at them and blew two and three guns in a row while Pasley finished the job. Sirens pierced the air and they scurried off like runaway mice in a science lab.

Cyclonus' diversion proved just what Prime and Galvatron needed. They raced toward the northern entrance/exit of the complex and waited for guards to come pouring out like angry ants. But nothing happened. However, the topside of the factory lifted and moved, transforming and changing into battle mode. But clumsy Quintesson weapons were no match for a creature made by a god. Cyclonus was born and bred of something with an intellect that the Quintssons could not hope to match and the form of the sleek, dark Decepticon proved faster than the artificial intelligence of the factory's defense systems. Cyclonus blew off half the upper eastern portion of the factory and spun in an impossible angle, transformed in mid-motion and fired three bursts into two cannons. They blew as they charged, creating a beautiful cloud of red and orange, bright against the dark brown sky and dead grey landscape.

Prime transformed to truck mode the second his feet touched the corridor leading into the heart of the factory. Galvatron followed him, flying almost low enough to scrape the floor beneath him.

"The generators are only a level below us." Galvatron excitedly reported. "We can obliterate this whole thing from there."

Optimus remained solemnly quiet for a long moment, not quite sure if he should express his concern for possible prisoners and slaves, or not. He chose to remain silent, trusting that events will lend him the opportunity to rescue Quintesson victims before the complex was destroyed.

By some freak instance of luck or just good timing, Dezi and Pasley passed from the third corridor into a huge arena in the dead center of the complex. A lake of liquid fire churned and burbled in the center of that arena. The metal stench made the young woman's eyes water and burned her nose.

"What in the name of God is that?" Pasley sounded behind her.

"A smelting pool." She answered deadpan.

"A what?"

She gazed over her shoulder at him, her calm expression surprised him. "A smelting pool. It's where they process raw material. It's just molten metal."

Pasley was about to say something when his eye detected movement. Dezi followed his gaze to the other side of the pool and about swallowed air. She tapped into the comline.

"Gods, Optimus, what are you doing here?"

Before he could answer, a slit on the eastern wall opened and far overhead a huge plank stretched across the pool. It came to a stop and a door opened from the side from which emerged several Paratron Autobots. They marched, arms in the air and a Quintesson guard at their backs. They did not resist the guard. They did not try to overcome it by numbers or brute force. Instead, they waited in line while it walked out in front of them and pushed them off the plank to their deaths. Only when their bodies bobbed once in the molten metal did they scream-hence the origin of Dezi's imaginary screams.

The young woman covered her mouth before she screamed in horror. Dezi slammed her back against the wall, shutting her eyes to the sight as the Autobots melted one or two layers at a time, their screams silenced in death.

It took her a few moments to recover as one Autobot after another was pushed overboard and melted alive. One, then another until Dezi made herself realize there was nothing anyone could do for them that they could not do for themselves. Surely, these creatures who fought for their lives when they left Paratron would fight to stay alive now!*

She managed to regain her composure and forced herself to look beyond the melting body shells toward Optimus and Galvatron. But she watched just as they turned away, running down and to the right.

"Come on." Dezi called Pasley.

"Where to?"

"Wherever those Autobots are being held."

On opposite sides of the factory, Optimus and Dezi both were amazed at how few Quintessons or guards there really were at the complex. Was this place working under a skeleton crew? Where was everyone? What about the fighting outside the complex?

Galvatron contacted Cyclonus, receiving a good report with a curse thrown in twice. He 'ordered' Cyclonus to meet them outside the city in the next several moments.

That was before Optimus stopped dead cold in his tracks, causing Galvatron to run into him.

"What are you doing?" Galvatron demanded. But he cut himself off, gaping at the sight before them. A cavernous room yawned, refrigerated by constant infusion of cold air. Hanging from the ceiling in web-like sacs of protoplasm dangled at least a thousand Humans, packaged like sausage. Optimus slowly moved forward, his steps careful and quiet.

Galvatron followed at a slower pace, his face twisted in horror and puzzlement.

"This must be why they conquered Earth." He quietly assumed.

"No." Prime replied. "This is merely a bonus for them. But I doubt this is for themselves. I believe these people are packaged for sale."

Optimus' comment came calm and rational, surprising to Galvatron's audios. As if Prime expected it. "We do not have time to cut them all down and drag them out." Galvatron's own voice came stern and edgy.

"I know." Optimus now turned sad. "They're dead anyway. There's nothing we can do for them." And he turned away. Prime felt cold all inside and he clammed up tight so as not to let on that he grieved for these people. They were all victims. His victims. He should have known this was going to happen. He should have known the Quints' silence was indicative of some greater scheme. He should have known.

They tried to go back the way they came and find another path, but the two found no other turns. The whole corridor led right to that room.

"It's one of their disgusting traits." Galvatron snorted. "They designed this so they can count and gloat over their salable products. Disgusting things."

Optimus said nothing. Time ran short and they already wasted so much of it. By now Dezi was probably where he needed to be: wherever the Autobots were being held. He did not want to go through this room, but said nothing of it.

Dezi and Pasley traversed three hallways before nearly getting spotted by a Quintesson. They crouched in a nook near the wall and held their breath. Two Quint drones followed the five-faced lord, their oblong heads bobbed up and down as they spoke in their creepy ancient language. At one point, the lord stopped and his faces shifted to Hate, the demon-like face in red. "I will not tolerate such arrogance again. You can be assured, Bout'hara, that they will all loose their lives over it. I am more than aware there are Transformers running free. I am also aware the Human prisoners coming in from the city of Klamath Falls have escaped. It is not my fault and I will not take the blame. However, I accept responsibility for this station and the fact that the Decepticon outside has inflicted considerable damage."

"Why does Lord Loch'na'a'aroun speak in the tongues of the flesh creatures?"

The five-faced switched faces again, this time to the creepy green and yellow face. It chuckled. "It always pleases me to demonstrate my knowledge. After all, once we have made our profits off the Humans, there won't be any records regarding their languages or their culture. I feel that by knowing how they speak, something will survive them-something that belongs to the Continuum. I find this whole affair stimulating: Destruction, death, the demise of the Autobots and thereafter, Cybertron. Earth is ground zero for many, many possible clientele. Once we have complete control, we shall build cities the likes of which the galaxy has not seen."

The Quint on the left pointed his laser rod toward Loch'na'a'aroun. "You keep forgetting about the Resistance on the other continent. They're still trying to find the base-"

The Quintesson lord's tentacles snapped then settled. "Even as we speak, Nord du'auth is searching for the Resistance. We shall drink their blood as they die."

"Not soon enough for the Inoux." The other single-faced Quint snapped. "They expected us to be more efficient-"

"I am painfully aware of what they expected." Loch'na'a'aroun answered curtly. "Now come. I wish to watch the rest of the Autobots die."

Dezi and Pasley crouched as close to the metal flooring as they could while the three Quintessons passed them. Neither Human dared do so much as blink until the trio of freaks were at a safe distance. Then Dezi leapt from the nook and ran as softly as her shoes permitted, only too grateful the suit allotted her so much ability to move. Pasley, encased in EDC exosuit armor, followed at a much slower pace, struggling to keep metal-shod feet from slapping and stamping the floor.

Galvatron was amazed as Optimus led him down one darkened corridor, through two unoccupied rooms and downstairs. It was as if suddenly he knew exactly where to find the prisoners. They found the Autobots in a huge metal hall, standing behind energon bars.

A pathetic lot, the Decepticon thought gravely. They stared at the two as if they weren't even there. No cheers, no shouts for rescue, no gratitude. Just long sad stares.

Prime approached the first cell. "Where's the control panel?"

"You'll never get us out of here." One Paratron mourned. "The Quints use a remote control to release the bars."

Prime stared back, a million thoughts ran through his mind. Faintly they could hear explosions and shouts as jets criss-crossed, struggling to capture the lone Decepticon jet. Prime turned to Galvatron. "We could hot wire our weapons to the cells and overload their capacitors."

"It would take too long." Another Autobot objected. "Our fates are sealed."

"Only if you won't try." Optimus argued. But even as he said it, three and four Paratrons turned their back on him.

Galvatron and Prime glanced at one another and then at the Paratrons. Galvatron pointed toward the doorway, his face fixed in exhortation. "If you want to die, that is your business, Autobot. But at least have the fortitude to help us free the others!"

"Fine words coming from a Decepticon!" Someone else snided.

Prime turned to her, "If you can cause a diversion, we might be able to overpower the Quintessons and free you."

"For what?" a yellow and red Paratron asked sharply. "Just so we can watch them trash what's left of Earth? Or do you plan to take us to Cybertron so we can return to our peaceful existence-"

"You are in the middle of war!" Galvatron shouted in disgust. "There are people here who need your help."

"I don't believe in fighting." The Autobot replied. "Violence begets violence."

If he had teeth, Galvatron would have flashed him a vicious toothy smile. "So you plan to fight with foul language and pursed lip components?"

"What is the use of fighting?" The femme returned, her voice stronger. "Our fates have been set before us. This is why we did not wish to join your armies. You tried to make us warriors. You tried to draft us into your precious war. But like our forefathers, we find your war repellent."

"You must fight if you wish to continue-"

"Then we will not continue." The femme answered plainly. "We moved to Cybertron to prevent the Decepticons from continuing the war. That does not mean we fought. It means that-"

Galvatron looked as though he could spit in her face. "It means that you allowed someone else to fight for you. Simpering coward! You deserve to die rather than taking space with your worthless-"

"Is there no one here who wishes to leave with us?" Optimus cut in, "We are here to help . . ." his voice died in his vocalizer. Not one Paratron-Autobot stepped forward to ask for salvation. They couldn't look Prime in the optics, either.

"No love of life." Galvatron's voice carried softly. "And no life of spirit. Sli'kikik."

Prime shot him a horrified glance at the dirty word.

The gabbering mouths of Quintesson entities filtered from the nearby corridor. Time for escape just ran out.

A high-pitched zap resounded in the next hallway. The tapping of several legs followed and the broken verbiage of Inoux-accented Autobotese snapped accusingly at the Quints.

Before Optimus and Galvatron could think of a way to hide, three Quintesson lords and two single-faced Quints ran in their direction. Two Inoux Destroyer Class pounded the metal flooring after them. One single-faced freak was blown from the back of the head, its dark blood splattered the walls and several Paratrons. Optimus drew his weapon and ended the life of one Quint. Galvatron punched the other Quint straight into energon bars, frying the half-mechanical, half-organic creature.

The Inoux squealed and snapped in their own language, actually shouting at one another. One threw back its dark triangular head and then threw it forward as though to spit at Prime. The two Transformers ducked as a stream of colored light shot out from between the Inoux's pincers. It struck something invisible in the air and a great circle flowered from nowhere, expanding in the air and remained suspended. In its circumference rippled layers of nothingness.

A transport gate.

The other Quintesson lord shouted pitifully in its native language. But the Destroyer Class ignored it.

"Here. Other Transformer. Take. These robots die on departure."

From the other hall, an Infantry Class stomped in bearing the limp form of Cyclonus over its shoulder. It fired its weapon at Paratrons as it passed them.

Optimus fired at the one Quintesson lord, kicked the other drone and encircled the throat of the talking Inoux Destroyer with his hands. The creature squealed and bucked, trying to stomp on Prime's body. But Optimus held on, trying to gain enough foothold to snap its neck. The other Destroyer moved to assist its companion when something hit it from behind.

Not Galvatron, but Dezi.

It was enough a distraction for Galvatron to shove the remaining Quint's body into the energon prison bars and kick the other Destroyer hard enough to throw it on its side. Galvatron stomped on its fragile neck. The Infantry was almost at the circle with Cyclonus. Galvatron wasn't about to leave his friend. He turned and chased the Inoux.

The Destroyer deeply bit Prime in the left shoulder, tearing into metal and slicing cable muscles. Pasley fired at its tail, cutting off the stinger. The Destroyer bucked again, this time causing Prime to slip off his feet. The Inoux charged forward, dragging the Autobot leader with him, as Prime kept a firm hold of its neck, waiting to grab onto something.

"No!" Dezi shouted. She dashed after them as they passed into the circle. Pasley tried to hold her back, but missed. Dezi leapt into the circle just as it closed.

The Destroyer above Prime tripped on its landing. Optimus took advantage of the moment and snapped its neck clean. The other Inoux, bearing Cyclonus lay dead nearby. Galvatron huddled in a corner, carefully examining his companion.

"You did not have to come." Galvatron grumbled.

"I did not have a choice." Prime answered in the same tone.

Then they both looked at Dezi. She only shrugged. "I don't like being by myself."

"You would have been safer where we were, Human." Galvatron turned his attention back to his lieutenant as Cyclonus regained consciousness.

"The name is 'Dezi', motor mouth. And don't tell me what to do."

Galvatron had to give her a second look. Then he looked to Prime. Then he frowned. "Witwicky." Optimus nodded.

Dezi found their surroundings a bit eerie. The air was cool and fresh. The walls stood dark and rounded, more like rock. To her they seemed to breathe. She gazed at Optimus who checked his weapon for payload. "Where are we?" she finally asked.

"The Inouxian mothership, most likely." He answered quietly.

"And, um, that circle we just passed through, is there another one we can possibly find to get us back on Terra Firma?"

The two leaders looked to one another to give her an answer but Dezi received none. She groaned softly.

"I suggest," Optimus said after a moment, "that we start looking for the bridge."

Galvatron sent him a dubious gaze. After all, they ended up lost on the last ship. How could they find their way around this one?

They decided to split up for the moment to cover more ground quickly. Dezi felt like a bug in some science maze. The place towered above her curving and sweeping gracefully. She walked for several minutes, finding not so much as a mouse on the vessel. "Where is everyone?" She asked Prime over the comline.

"Fighting, I'd imagine, Dezi."

"But . . . we didn't see that much fighting in town."

"I didn't say they were fighting in Central City."

She came to a spacial room, broad and well-lit. In the center stood a circular control panel and a lone operator with its back turned to her. "Prime, Galvatron, I think I found a control hub. I'd guess that's what it would be."

"Is it circular, Dezi?"

"Yes."

"It's the control and communications system. It's run by an independent mind, usually."

"What do you want me to do?"

She could hear Galvatron smile when he answered: "Ask it a question."

"What?!" She demanded. "This is no time for idiocy!" But when Optimus said nothing against Galvatron's suggestion, Dezi swallowed her fear and took several steps toward the station. It loomed above her like a judges' stand. The controller's seat swiveled slowly, a soft buzzing sound emanated from the movement.

And there sat Delphra.

Dezi about fainted. She fell against the nearest wall, her eyes wide, her mouth opened but unable to utter a single sound. She couldn't take a second look. Her heart and breath stopped.

"What did you ask it?" Galvatron's voice came over her internal comline.

It was the only thing that got her breathing again. Dezi shuddered from shock. "I-I-" her voice faltered, her breath came in one gasp, then another. "I-ohmigod."

"Dezi, what's wrong?" Prime urgently asked.

"Ohmigod, Optimus. It's Aunt Delphra."

"Stay there. We're coming."

"Ohmigod."

But Delphra didn't take notice of her. Connectors and hoses snaked in and out of the woman's shaven head. Her eyes never blinked once. Her mouth remained shut, lips long since dried were caked with saliva and blood. She kept working, fingers capped with black and silver tips touched controls or switches or even pricked at invisible controls in mid-air.

Dezi recovered enough to push herself away and stepped toward the control center. She swallowed hard several times, her eyes did not leave the terrible figure of a relative that once took care of her.

"Aunt Delphra?" She weakly called. "Do you know who I am?"

No response.

"Aunt Delphra?" Dezi's own voice squeaked in her ears, giving her the impression she was merely a child in an alien dreamscape. "Aunt Delphra?" She called again. Dezi circled the control station as Delphra's chair spun from one direction to the next, touching and retouching controls.

"Delphra?"

Finally the eyes blinked and the head of wires and hoses turned mechanically in Dezi's direction. "You. New drone?"

Dezi swallowed hard, not knowing what to say.

"New series will be conducted."

"Aunt Delphra, it's Dezi. I'm your niece."

Another blink of eyes that mirrored shock. "Yes. There was another life here."

Dezi found herself torn between bitter tears and curiosity. How could she separate herself from her situation and her love for a family member? Where was her objectivity?

Jax. She thought of Jax, a man who lost everything and adopted her. Dezi forced herself to decide that the creature before her now was not her Aunt Delphra, but something else entirely, something that looked like Delphra, but was not Delphra. Aunt Delphra was dead. Dead and gone. Dezi drew a deep breath and thought of Jax and how she promised to bring him ice cream. That was what she was here for. She made a promise.

The young woman scraped her courage together and swallowed hard. "Tell me of your station." She asked unemotionally.

"I am Prime of Thirteen." The dead Delphra answered evenly.

"Prime of Thirteen? What is that?"

Optimus' voice sounded behind her, "she is a Prime, Dezi. A controller of thousands of machines and operations. It's how the Quintessons control their troops and stations, keeping in constant contact and deployment of guard. No doubt, she also controls the ship itself."

Dezi looked back at Optimus and her eyes could not have been wider. Many unanswered questions suddenly fell into place. *A* Prime, a leader of the Autobots was . . . a controller? Was that its origins? Now millions of new questions budded in her mind, but Dezi knew this was not the time to ask them.

"You have opened a dialog with the controller." Galvatron pointed as Cyclonus stepped up behind him. "Ask it about the present situation."

Dezi nodded. "Prime of Thirteen," she called. Dead Delphra gazed unblinking at her, but attending her just the same. "What is the present status?"

"Two hundred forty disconnected. Waiting for report on south by south-west. Silence on eastern front. Quintessons advancing from the north side. Vank considering obliteration of Quintesson troops, will negotiate with other in south-western continent."

Dezi shook her head. "I don't understand what she's saying."

"The Quints and Inoux here have been fighting for quite some time." Optimus translated. "That explains why things have been so quiet here. The Inoux have had two hundred and forty casualties and they've set up reconnaissance on the eastern front. The commander here, Vank, is about to give orders to simply kill off all the Quintessons in this area. Apparently, the Quintessons here have either betrayed the Inoux or failed to fulfill promises."

Dezi wrinkled her brows. "How do you know all that?"

Optimus hesitated for a long moment. He even bowed his head then lifted it again, his optics cast on the Dead Delphra. "The Inoux, Dezi, are ancient enemies of Cybertron."

Another circle began to unfold in mid air. Galvatron and Prime glanced at one another and then at Dead Delphra.

"Ohmigod." Dezi moaned. "What do we do?"

There was no time to answer her. Four black shapes charged through the disk, two of them Assassin Class. One aimed directly for Optimus Prime. Galvatron tried to block it but the damn thing slipped under his aim and tackled Prime, smashing him directly into the wall. Cyclonus drew his weapon but was attacked by an Infantry. Galvatron leapt fast enough to avoid the other Assassin as it swept claws and aimed a kick. Galvatron landed on the other side of the creature and slammed his fist into its head. It stumbled, regained its balance and crouched low, readying for a spring.

Optimus' attacker aimed a punch but he ducked and slammed his whole body into its middle, shoving it toward the control center. It bounced off, flying through the air as if it had wings. Optimus played one move then turned and gave it a hard right-cross instead. This time the Assassin did loose its balance. However, an Infantry Class quickly replaced the Assassin and snapped in front of the Autobot leader. Optimus jabbed it twice before sending it sailing across the room with a terrific kick.

Dezi was grateful the Inoux did not regard her as more than a fly in the room. She laid her hands on the control center and gazed up, up toward the controller. "Prime of Thirteen?" She asked, praying her little voice could be heard over the fighting. "Can you . . ." she didn't want to use the 'crash' word, "Can you land the ship?"

"Justification?"

Dezi blinked, unsure what the controller was asking. She assumed it wanted a reason. Think, think! She told herself. Prisoners? "Prisoners and raw materials?" It was a long shot.

"Non sequitur."

It was like receiving an F on a test! Dezi sighed. Think! She drew a deep breath. "Aunt Delphra, if you're in there at all, anywhere at all, you MUST land this vessel!" She heard Optimus groan in pain and she watched just as he slammed into the Assassin with both hands and kick it once. He threw himself on it and snapped its head clean off its shoulders.

"Delphra," Dezi's voice strengthened. "You must land the ship! I don't know what clearance you need, but you must land the vessel!"

No response.

Dezi slammed her back against the station, frustrated. Galvatron was slashed across the chest by an Assassin's hand. He missed it as it ducked and kicked him in the thorax. It kicked him again in the chin, forcing him to flip backwards. All three were losing. Dezi swung back around, determined. "Aunt Delphra, if you do nothing else in your entire miserable life, do one thing right. You've always said how you felt your life was empty, that you'd never amount to anything. Now's your chance to prove yourself wrong! LAND THE FREAKIN' SHIP!"

Recognition finally darkened Delphra's face. Her cheeks flushed from pale to deep red. "Witwicky DNA required for down payment." And she pressed buttons and switches left and right.

One Inoux Assassin screamed a shrill cry. The moment was enough for Optimus to blow its head off. But the companion Infantry slammed into him, wrested the gun out of Prime's hand and fired at Dead Delphra. The control board sparked as wires and hoses connected to Delphra snapped and melted. Electricity danced and sizzled over the board as Delphra's form slumped over, revealing that the lower half of her trunk was also missing, mechanized by some twisted form of Quintesson science. Dezi screamed at the horrific sight, but her scream was cut short when the whole ship tilted. The Infantry produced a tiny box and pointed it at the wall. Another circle blossomed to life. Optimus used the moment to blow its head off and he managed to pull himself to his feet and tear Cyclonus' opponent away. "Dezi!" Prime cried, "leap through the gate!"

She tried but the ship rocked further in one direction, causing her to loose her balance and slip. The Infantry turned on Prime, disabling him enough to drag him through the circle. Galvatron's Assassin tried to escape, but Galvatron jumped its back and could only hold on as it leapt through. Cyclonus managed to force himself back on his feet and he reached for Dezi. But the same Infantry that dragged Optimus out, came back and kicked Cyclonus in the back. Without losing a second, it grabbed the Decepticon by his horns and hauled him through just as the circle closed.

Dezi screamed, terrified. The ship tilted until she was forced to lay on the wall.

Outside, the Inouxian mothership tilted straight northward, flying out of control. It swept downward and leveled just enough so that it crashed directly into the Quintesson manufacturing facility. The resulting explosion obliterated everything in a ten-mile radius.

Everything was obliterated.

Except the ship.

Dezi came to. The world lay dark and dead silent. She crawled about, blind and trembling. Then she lay still for a long time, weeping.

After that, she gathered herself together. She was alive.

She was alive!

And the Resistance was on its own.