((FYI: Written in 2003. All characters go to those they belong to. I felt the last episode of RID was unfair towards Ultra Magnus. They really didn't mention what happened to him at all. So, that's why I wrote this story. This takes place right during the final battle between Galvatron and the Autobots.

Italics Optimus and Ultra Magnus talking through their connected minds (Omega Prime's mind).

Bold Italics Optimus and Ultra Magnus talking at once in their connected minds (Omega Prime's mind).

CAPS System diagnostic.

Hope you enjoy the story. I look forward to any feedback you guys can give!))

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"For once, Sideburn's right!" Whooshing down from the mountaintop the blue Autobot scooped the Prime into his arms.

"Put me down Magnus. That's an order! Got it!" Prime ordered firmly, he wouldn't leave his team behind, no matter what.

"Sorry brother no can do. Besides I work freelance remember? I don't take orders from you." The younger sibling countered in his smug voice as he flew towards the spacebridge, keeping his hands clamped around the red Autobot's arms.

"Magnus, please go back! I can't dissert my team!" Optimus pleaded, the panic overcoming him. He was moving closer and closer to the spacebridge and he could hear his subordinates screaming in pain. He deactivated his optics in pain; he was leaving behind the ones he cared for most.

"Cool your jets, you've got no choice," the younger Autobot stated, knowing full well that the Autobot leader was overreacting about leaving the younger ones behind.

They flew into the spacebridge and Optimus shook in anger and worry. He could hear the pain-filled voices fade away as the two went deeper into the tunnel. Finally, Ultra Magnus landed lightly down and gently put his older brother down against the wall of the tunnel. Optimus groaned in pain as his systems ran through the many errors that he had sustained.

"Magnus you came to Earth for the Matrix but you can't understand the responsibility that comes with it. It's my duty to stop Galvatron and protect the Earth," Optimus pointed out, his vocal unit revealing his systems' exhaustion. Magnus didn't understand what was required to hold the Matrix. The emotions and powers that were held within showed the pain that his friends were in, no one could imagine what that's like; he had an oath and duty.

"Oh I understand alright." Magnus answered coldly, folding his arms across his chest. Optimus didn't know anything about him; it made him even angrier that they were related. The Prime had no idea what he understood or went through.

"Then why did you remove me from the battle? We have to go back fight." Optimus responded in apprehension as the minutes ticked by and the pain of his team increased. Why was his brother so stubborn? He had to go back and fight, protect his team, defeat Galvatron, stop him from ever ruling the universe. Ultra Magnus frowned at the older one. Optimus was so weak and beat up that Magnus was suspecting that he'd shut down right there. It seemed Prime was still as stubborn as ever.

"Right now pal, you're in no shape to fight anybody." Magnus answered more softly and sincerely than usual. Optimus bowed his head briefly.

"You're right." He acknowledged wearily and tried to stand up on his own. He groaned as the sharp pain shot up and down his body, through his systems, and into his circuits.

"And that's why I'm asking for you help this one last time." Optimus continued his voice more determined than before making Magnus drop his arms. He was caught of guard by the leader's words. Him, the great Optimus Prime, ask his inferior for help?

"Wait a minute, are you sure you're Optimus Prime? Cause that sounded like a request not an order." The leader's optics softened; here was the hint that Optimus was waiting for. He caught a short peek into Magnus' anger towards him and he lowered his vocal unit to show his sincerity.

"Magnus, I never wanted to control you. I wanted you to join the Autobots because of your value as a member of our team…" The red Autobot started, choosing his words carefully. He knew any mention of their brotherly bond would anger the younger warrior. He pushed himself carefully off the wall and outstretched his arms to show that Magnus meant more to him that the younger sibling thought.

"…Maybe someday we can resolve our differences. But right now what matters is stopping Galvatron. Will you help me?" Ultra Magnus stared at the leader, dissecting the words in his mind. They seemed genuine enough and nothing hinted that he was the arrogant Autobot Leader that he usually was. Optimus was actually asking him to help, instead of tricking him to combine.

"One last time. We'll stop Galvatron together." He answered, making the Prime's hopes sore.

"Thank you, Magnus." Prime responded, his resolve increasing even more. Ultra Magnus prepared himself for the combine. That was the only downside to Omega Prime, the interlocking of their minds, caused Magnus to despise his brother even more. The first fusion he had thought that he had sole power over Omega but he was forced to share it with Optimus and to his dismay, his mind was warped into fighting a battle he didn't want to. But this time he was ready; it would be the last time he'd have to go through the process of being joined with his brother.

"Now, let's go win this thing." Ultra Magnus resolutely stated; his mind made up. Optimus nodded as Magnus once again picked the smaller Autobot up by his arms and started his jets. With a roar the two rocketed towards the exit and to the screaming that increased ten-fold.

"Go ahead Galvatron, do you worst. It doesn't matter! You're not going to beat us no matter what you do! Cause you're a poser Galvatron, always have been, always will be! You're going down!" Sideburn insulted, his vocal unit revealing his excruciated pain and unwavering resolve.

"My, you are an Optimus," Galvatron gleefully stated.

"He's right Galvatron!" Optimus called. That monster will never succeed; he… they… him and his brother… will never allow Galvatron to succeed.

"Ready, brother?" Optimus asked, preparing his systems for the combine sequence.

"Absolutely." Ultra Magnus stated securely.

"COMBINE INTO OMEGA PRIME," the yelled out in unison.

ULTRA MAGNUS: DEFORMATION.

OPTIMUS PRIME: DEFORMATION.

OMEGA PRIME COMBINATION COMMENCING...

ULTRA MAGNUS: ALL SYSTEMS 100

OPTIMUS PRIME: SYSTEM DAMAGE REPORT…

VITAL: 40.07

BACKUP: 10.23

MINOR: 5.5

COMBINATION COMPLETED. SYSTEMS INTERCONNECTED. REPAIRING OPTIMUS PRIME SUBDIVISIONS…

OMEGA PRIME: SYSTEM DAMAGE REPORT…

VITAL: 85.02

BACKUP: 75.92

MINOR: 67.32

ENERGY RESTORATION RECOMMENDED.

OMEGA PRIME ACTIVATED.

Magnus could feel his systems re-energizing Optimus and soon he found his mind shared by the one he least wanted it to be shared with. But he had prepared for this. It was time now, to fight.

It's show time Galvatron…

You and us…

One on one…

Do you accept?

"It's show time Galvatron, you and me! One on one! Do you except?" Omega Prime called at his archrival. The white monster looked surprised but his eye gleamed in evil excitement.

"You're serious aren't you? You actually think you can win, you're even more foolish than I thought!"

Only between you and us…

"This has always been about you and me…"

Let the others go, they're no threat to you….

"…Let the others go. They're no threat to you!"

"So I'll have you as an entrées and they'll be the desert…" Galvatron evilly smirked as the group cried out in agony as the alien energy drained their systems dry.

"…What an excellent idea." He finished, sucking his machine bats back into his mouth.

"Now Omega Prime, lead the way to another battle ground you wish. It will be your final resting place!" He sneered in dark glee.

OMEGA PRIME JETS ACTIVATING…

JETS: ACTIVATED.

A place where we can fight, where can we go without endangering the planet?

The surface is out; we'll cause a whole wreckful of disasters if we battle there.

Underground maybe?

Earth's core!

Galvatron followed Omega as he entered the spacebridge tunnel and continued to the place that the combiner had planned.

"T-AI, I want you to open a path to the Earth's core. And seal of every portal behind us as soon as we've gone through it." Omega ordered through his comm.

"There must be another way! If I do that…" She responded with, for another rare time, worry all in her voice.

"There is no other way. No matter what he does to me, if he's trapped down there, we've won." Omega insisted, keeping his speed and an extra optic on Galvatron.

"But if you win, you won't be able to get out! You'll be trapped there forever!" She hysterically stated.

"That's a direct order T-AI. Now do it!" He said, his voice still firm and unwavering. Koji, the son of Doctor Onishi, tried what he could to reason with the commanding Autobot. But Omega Prime stood fast, reassuring the young human that Koji's generation would protect the planet, and then he cut the connection without another word. He then continued down to the core, as the white demon followed in decreasing patience.

"Quit stalling Omega Prime. I didn't follow you hear for a sight seeing tour!"

"Patience Galvatron, the battle ground I've chosen isn't far."

In fact we're almost there.

Time to kick tailpipe!

"Good I'd like to make you suffer, but I'll have to destroy you quickly. I have an important meeting to attend." Galvatron playfully chirped as they flew closer to the destination.

Meeting?

"Meeting? What are you talking about?"

"I'm going to visit a friend of yours, the boy Koji."

NO!

"Why? He can't hurt you!"

"True. But he can help me. If fact he's an indispensable part of my plan. Through him I'll gain access to Earth's children and so, his entire generation will be under my control."

Monster!

He'll have to get through us first.

"What?" Omega gasped incredulously.

"A pity you won't be around to see it happen." Without another word, Galvatron zoomed full speed at Omega, knocking the combiner into the fiery wall. Burning pain shot all down Omega's body as he immediately got off the wall.

OMEGA PRIME: SYSTEM DAMAGE REPORT…

VITAL: 68.24

BACKUP: 48.37

MINOR: 23.25

REPAIR SYSTEMS INITIATING…

WARNING: TEMPERATURE EXCEEDING EXOSTRUCTURE CAPACITY.

WARNING: ENERGY DEPLETION REACHING CRITICAL LEVELS.

ERROR: ENERGY DEPLETION PROHIBITING REPAIR SEQUENCE.

Ugh… systems can't hold out!

We have to win this!

Can't… last… much longer.

We… must.

"You're exhausted Prime. Admit it, your strength is almost gone." The white demon smirked, the battle was over and he didn't even have to use an energy cell.

He's… right…

No… we can't… lose!

Must… defeat him!

DANGER: MINOR SYSTEMS FAILING.

DANGER: TEMPERATURE REACHING CRITICALS.

DANGER: ENERGY CELLS REACHING EXHAUSTION.

"This is so entertaining. I've decided to indulge myself and enjoy your misery for a few moments more." Galvatron sneered, his time was almost here and he laughed in pleasure as the Autobot broke down in front of him. After watching a few moments more, he slammed into Omega once again, pushing the Autobot closer and closer into the deadly inferno wall.

We may… be destroyed, but… you'll never win.

In the end… good will… prevail!

"You may destroy me Galvatron, but you still won't win in the end!" Omega growled as the evil Decepticon continued hurling him through the air.

"Well at least you're partly right," he mused and laughed, looking to bash the combiner into the deadly wall. One more hit, and his victory would be achieved!

DANGER: ENERGY DEPLECTION CRITICAL.

DANGER: MINOR SYSTEMS UNRESPONSIVE.

DANGER: BACK-UP SYSTEMS FALIURE.

DANGER: VITAL SYSTEMS REACHING SHUT DOWN LEVELS.

We'll never… stop fighting…

Until we can't… fight anymore!

As a last attempt, Omega gave everything into his jets as he missed the lava by mere inches. But the intense heat drilled into his armor and servos as he was forced to scream in agony.

"How foolish you were to choose this as our battle ground! You see heat and pressure are nothing to me. You haven't merely so well." Galvatron delightfully noted as the combiner struggled to straighten himself.

"We'll… see!" He managed to say.

"You're resistance is an exercise in futility. My only regret about destroy you is that you won't see what's going to happen to your beloved Earth!" He almost wished he could keep the Prime alive just to see his face and hear his despair when he destroyed the Earth.

NEVER!

Not gonna happen!

"I won't let you harm this planet, you monster!" Omega Prime weakly stated, putting everything he had into staying airborne.

"You still don't understand, do you? Your opinions and intentions are no longer of any consequence! For I have discovered a power… even greater than that of every Cybertron in the universe combined!"

What?!

"What?!" Omega asked in disbelief, knowing he wouldn't be able to last much longer.

"This power resides in the hearts and minds of Earth's children. Their fundamental belief that the universe is a place where goodness prevails over evil is the most powerful force in existence. But once I warp their minds, evil will prevail and I WILL REIGN SUPREME!" Galvatron yelled in pride, he could sense the victory all through his systems.

For… the greater good…

And the Autobots victory… in the end.

Suddenly a beam smacked right into Omega Prime, making him yell out in surprise as the energy and power repaired, re-energized, and beamed up every system. Even the sacred Matrix resigned in each of the two warrior's spark.

OMEGA PRIME: ALL SYSTEMS 100

We're back in business!

Every system is back online!

This power is unbelievable!

"What's this, another of your Autobot tricks?" Galvatron snapped. He was still confident that he was going to win and that the light show was merely just that. Omega groaned in amazement as the power surged through every servo, diode, and mainframe of his body.

It's Fortress Maximus!

He's sending us his power!

To re-energize the Matrix!

The power from Fortress Maximus combined with the Matrix and the burst of energy glowed so bright that for a second, it was all white. Galvatron snarled and hid his head from it as the enormous buildup of power raged the lava. When the energy subsided, Omega Prime stood on air, his systems optimum and the Matrix transformed into a huge power sword. He tenderly took the sword, ready to fight for the planet that he loved.

"I don't get it, a moment ago you were as weak as a proto-form Cybertron!" The Decepticon growled in frustration and confusion.

It's time to win this thing!

I'm right with you, brother.

"Turns out you were right Galvatron. The energy of the Earth's younger generation is an unstoppable force! But now those who you planned to victimize are using that power to defeat you!" Omega said proudly, still feeling the force go through his systems.

"This battle has just begun!" Galvatron rumbled, transforming himself into his robot mode with his striker lance in hand.

Time to end this, you monster!

You're going down!

"You're going down, Galvatron!" Omega yelled as he soared at the Decepticon, his sword ready to slice the Decepticon.

"We'll see about that, Autobot! Come on!"

"You got it!" Omega smirked raising his Matrix blade over his head. Galvatron managed to block it a few times but the Prime was not phased, he kept at him over and over again.

You're done!

You're defeat is inevitable!

"Go ahead, blade away! You're new found energy won't last much longer and then your mine!" The white demon barked and Omega raised the blade up high over his own head.

Ready?

Ready!

MATRIX BLADE!

"I DISAGREE!" Then with one swift strike, he came down hard on his enemy who screamed in surprise at the move and his deactivation was certain. The impact sent the sword pulsating with power and it's energy exploded in a huge flash as it combined with the energy released from Galvatron's deactivation. Omega screamed as the power hit his armor.

This is it brother. We defeated him.

Not like this!

An energy rose up through Omega as he suddenly separated back into Ultra Magnus and Optimus. Magnus stood fast in front of his brother; if anyone deserved to get out of this, it was Prime. The blast knocked them both into the rocky wall, which suddenly collapsed into the spacebridge tunnel. The explosion was so tremendous that it threw both off their feet. The resulting explosion was so huge that much of the core's access tunnels were destroyed and the after shock tremors made the two's servos go haywire. But they stayed close and managed to avoid the falling debris. After the explosion, the two slowly crawled out of the tunnel and onto the ground.

Magnus collapsed as soon as they touched land, his armor hissing and burned beyond repair. Optimus' yellow optics brightened in shock as he crawled to his brother's side.

"Magnus! Hang on!" He panicked, carefully gathering his younger sibling into his arms. The blue Autobot groaned painfully at the move.

"Now… that's going out… with a bang." He strained to say with a slight smirk.

"Don't say that! I'll get you to base and TA-I will fix you up in no time!" Optimus pushed, his mind running a mile a minute. Magnus' optics dulled and his face softened. Maybe, he had been wrong about his older sibling and he had allowed his revenge blind him. Optimus had already started into the spacebridge, calling TA-I to redirect it to the base, and carrying Magnus the whole time.

"Time to… roll out… bro…" The younger Autobot managed to say as his systems shut down one by one, for the last time.

"Don't talk like that! You'll be fine; we're nearly there! I couldn't have won this without you Magnus!" Optimus cried, remembering the little saying they used to exchange between each other back eons ago, just as the base's entrance appeared before him. He ran in, gripping his younger sibling close. TA-I, along with the rest of the Autobots, looked shocked as he came in.

"TA-I hurry, we have to hook him up to the repair system, STAT!" He ordered, tenderly laying the blue Autobot on the repair bench. Sideburn and Wedge instantly ran to the bench as Optimus grabbed a series of wires to attach from his brother to TA-I. But as he came back with the wires, everyone stared down at the floor.

"What are you all staring at?" He asked cautiously, doing his best to hide his collapsing emotions. He approached the bench and there his brother laid… optics dark and lifeless. Omega Prime was no more.

"Optimus… he…" Sideburn started but stopped as the leader gathered his brother into his arms. He carefully masked his emotions and then turned to his team.

"He sacrificed himself so that I may live." He softly murmured, turning away, and leaving the control room, his lifeless brother close to his heart.

The red fire truck rolled along the streets, heading for a determined destination. As he turned the corner, he could see his friend looking towards the other street. As soon as he stopped behind the boy, he turned around with a smile.

"I knew you'd come back!" He yelled in excitement and jumped into the driver's seat. Optimus smiled warmly behind his mask as he explained to Koji what had happened… well, partly what had happened. It seemed good enough for the young boy and he asked all about the others. He answered the questions with a hint of sadness in his vocal unit. Koji didn't pick it up, he was just happy that Optimus was okay and even though he'd have to leave soon, at least he got to say goodbye this time. Optimus drove along the highway remembering a certain car carrier that drove too fast on this highway. After everything, for one instant he had gotten back the brother he remembered from eons ago. And he hoped, one day, he would see his younger brother again.

The End.