Disclaimer: Optimus Prime, Megatron, the Autobots and Decepticons, and everything else within the Transformers movies belong to Hasbro, Inc. Ruby Rose, Team RWBY, Beacon, Vale, the concept of Auras and Semblances, creatures of Grimm, and everything else within the RWBY anime belong to the late Monty Oum and RoosterTeeth. Anything not pertaining to the above or the real world is the intellectual works of the author. Enjoy.

Warning: this story contains profanity, much harsher language than what is usually portrayed by other works by the author. If any harsh language offends you, stop reading right now. This story also contains serious violence in common with both RWBY and Transformers. If violence makes you uneasy, stop reading now. Reader discretion highly advised.


Prime Heroes

A RWBY/Transformers crossover

Prologue: Optimus's Final Battle/Maximus Prime


3057 AD

At well over 24,000 years old, as well as having fought countless battles against Decepticons, his 'Creators', and other extraterrestrial species, Optimus Prime had several cracks and breaks in his metal body. Surprisingly though, he was still in one piece and was together enough to return to Earth. He knew the chances of the planet being the same as he last remembered were very slim, as it was over a millennium since he had last been to the blue world. He only hoped that the other Autobots had held back Galvatron/Megatron, even defeated the seemingly unkillable foe in his absence.

As he flew past Mars, he reminisced on the humans he'd met in his time there. Sam Witwicky, the young man present since the very beginning. Cade Yeager, the inventor, father, and optimistic middle-aged man who helped him in his battles against the man-made Transformers, Galvatron, and Lockdown's forces. Both were probably long-gone by now, as humans only lived a century at best.

Optimus was surprised, however, when he saw the shattered moon in place of the once-whole natural satellite orbiting the planet. He saw the wreckage of the Ark, which told him that he was in the right place. By now, the Prime was beginning to get worried about the fate of Mankind. He prayed to the Allspark that humanity hadn't destroyed itself in war.

Upon entering the atmosphere, he noticed that the landscape was far different than what he remembered last: there were two or more main continents, one massive ocean, and several small islands surrounding each continent. In place of the massive cities such as New York and Las Vegas, there was only ruin, rubble overgrown with foliage; any metal in view was rusted over from thousands of years without proper maintenance. He did not fully understand how humans used metal, but he knew they wouldn't simply leave it to rust like it had. The worry in his spark grew larger and larger as he descended low enough that the shield protecting him no longer glowed with heat.

Suddenly, he was struck by a large organism the size of one of the aircraft he'd been in on Earth. In his struggle to get out of its grip, he noticed a few things about the creature: it resembled a crow, if crows could grow to half his size; along with this, it had shining red eyes and plates of bone armoring it in several places. He felt an overwhelming presence of darkness in the creature, which was descending in its struggle to keep him aloft as he attempted to free himself of its grasp.

Eventually, he was able to get an armored arm to where he could draw some form of weapon. With a massive Cybertronian rifle in his hand, he leveled the barrel with the avian's head and pulled the trigger. He expected the bird to explode into several pieces from the point-blank artillery, but the head was simply vaporized, causing the bird to start tumbling from the sky as any creature would.

"What is going on here," Optimus asked himself as he tried to control his fall and landed in a kneeling position. Upon landing, he heard a familiar crunch of his weight crushing a vertebrate creature. He lifted his massive foot to reveal that he crushed yet another of the black creatures, this one similar to a bear. Immediately, it started dissolving into the air as black smoke. "What are these creatures? Where did they come from, and why did the other Autobots not stop them?"

After thinking of the last question, he felt a feeling of dread and opened a communication channel to contact any other Cybertronians in the solar system.

"Calling all Autobots," he said in his transmission, "Calling all Autobots. Can you hear me?"

No answer. He repeated his transmission several times, only to receive no response. Now Optimus feared the worst had happened. He knew at least one Autobot might die of old age, and the Dinobots had run off to expand upon their new freedoms, but no response from all of them? Perhaps they had left in search of him. That would certainly explain how the human cities had come to such ruin, but the humans weren't at war for some time since he'd arrived at Earth.

"Perhaps I should search the area," Optimus thought aloud. "They may be hiding somewhere."

Ten weeks of searching later, after scouring the depths of the ocean, the dark side of the shattered moon, the craters of Mars, and the ruined human cities, Optimus finally found a transmission hard drive on a farm in what was once Illinois. He activated it and began searching for the Cybertronian who originally owned it.

"Transmission Log April 19, 2905 Earth time, 1900 hours Central Standard," crackled the familiar voice of Hound. "The humans are thinking they can create life in a test tube again. At least they aren't trying to replicate us anymore. Problem is they're trying to use radiation to bring these things to life. I don't think it'll work, but at least they've got their creations under some serious security. Here's to success and no more baddies. *Sigh* I just hope Optimus is doing alright. End of transmission."

The transmission crackled with static before moving on to another log.

"Transmission Log June 22, 2924 Earth time, 2000 hours Central Standard," Hound's voice crackled once more, leading the Prime to assume this was Hound's hard drive. "That test the humans tried on the new creatures succeeded, and now they're trying to create intelligent life from that. Good luck with that, I'd say. 'Course they won't listen to a damn thing, as usual, but they're humans. Stupid, sure, but they're still humans. Damn, Prime's been gone a while. About nine centuries by now, if I remember correctly. How long are you going to be out there, Prime? *Sigh* End of transmission."

Again the transmission crackled, cut off by yet another transmission log.

"Transmission log May 18, 2945 Earth time, 1400 hours Central Standard. Once more, the humans have surprised me. Twice. Firstly, they've managed to create intelligent life in the form of some kind of dragon they call a wyvern. No clue what the Hell that's supposed to mean, but they're certainly proud of it. And secondly, tensions are a little too high to be called 'peaceful'. Some people aren't too happy that these scientists have created life in the first place. This 'time of loose peace' ain't gonna last long, if you ask me. I mean, sure I wanna kick some ass, but not full scale war like a few centuries ago. I wonder what Optimus is up to. What would Optimus do in this kind of situation? End of transmission."

The crackle of static began and ended as usual before the next recording began.

"Transmission log August 8, 2961—ach, forget it. Important thing is things are going haywire right now. Humans blew up the moon, and I can't see the damn thing through the dust and smoke. Riots have broken out in even major cities, and about a million lives have been lost already. The Dinobots have come back just in time for shit to go downhill. Those synthetic organisms are starting to get all sorts of riled up for some weird reason. I think it's all this war going on is screwing with their minds or something. All the same, it's not good. Optimus, where the Hell are you? We need you right about now. End of transmission. Now how the f*ck do I turn this thing off?"

The final recording followed more static. This one was different, way different from the other transmissions. Hound seemed to be panicking.

"It's year 3001 and all Hell just broke loose. Those riots sure had an effect on the synthetic things, but I'm not so sure it was good. At one point they had purple eyes, now they've got red eyes. I heard they had purple eyes because some human told me before I got to see one up close and personal. It was a black makeshift bear, ivory plates all over it. But those eyes… they remind me of those Decepticon bastards, but an entire army of 'em tied into one organic beast. It was pure evil, like nothing I've ever seen before. Just thinking about it gives me the creeps. Anyways, it had broken out of its containment pod-thing and had already killed several scientists. I managed to kill it, but I think that's because I'm made of metal and it's all fleshy and covered with bones and whatnot.

"Then something crazy happened. It started disintegrating, turning into this black smoke. I've seen some horror movies made by these humans, and I don't think even demons are supposed to do that. I did my best to get everyone out of that facility, then got the Hell out of there myself. Now Galvatron's army is gone, Galvatron himself is dead, and most of the other Autobots died right in front of me. Bumblebee took all the Sparks, kept 'em safe, then skedaddled. Even I'm pretty beat up. I tried to beat that dragon thing, but I couldn't get through its hide. Damn thing's just too fast. I'm in the middle of a forest in the Americas, those other things haven't found me yet, but that dragon thing knows where I went. It can see all that grease and Energon I've leaked. I can't hide for long. Optimus, I know you'll come back. You've gotta. When you get this, Bee went to some mountain range in whatever's left of Europe and Asia. He's hiding in one of those mountains there. Another Arcee sister dropped in a few years ago, but she recently gave up her Spark to save some humans. Bee was still down about that when he grabbed the other Sparks and ran.

"Listen, Optimus: you've gotta beat that dragon-thing. It controls the other beasts. It even beat the Dinobots at their own game. So when you get here, kick its ass for me. Oh, shit. It's coming. See ya in another life, Prime. It's been an honor—ACH!"

From there, the only thing Optimus could hear was Hound's struggle against a massive creature. Eventually, the beast crushed Hound in its jaws, killing the Autobot. That was about when Optimus found the rusting Spark chamber of his deceased ally. The Spark itself was undamaged, only the chamber was rusted and beaten relentlessly.

"By the Allspark," Prime muttered. Whatever this thing was, he knew its next target would've been Bumblebee, Optimus's only trusted companion. "If you're still alive, Bumblebee, hang in there. I'm coming."


By the time the Prime reached the aforementioned mountains, he knew he was already too late: the creatures had already reached the area. The condition of any human settlements was grim, as their technology had been sent back to that of the Medieval Era. He made their lives more bearable in clearing out many of the creatures. Some of the few he was able to encounter without scaring them lifeless informed him about the remains of the planet. In agreement with their new naming system, he dubbed the new world to be Remnant, and its dark monsters were christened Creatures of Grimm.

He then continued his search for Bumblebee. He finally came to where Bee was, crushed under a boulder, low on power and battle-worn. In his yellow arms was the numerous Sparks belonging to the last of the Autobots and any more Cybertronians he came across.

"Bumblebee," Optimus spoke softly. The blue glow to Bee's eyes flickered as he looked up to see the Prime.

"Optimus," Bee said, no longer speaking through the radio. "You're back."

"Relax, old friend," said Prime as he knelt before Bee. "What happened to you?"

"That Grimm-dragon got to me," Bee explained. "Dropped a boulder on my head, trapped me under it for a good ten months. I can't use my legs anymore. At least I saved their Sparks."

"That you did, Bee. Well done. Don't move, I'm going to move this boulder."

"That won't be necessary, sir," Bee denied Optimus's offer. "I've held on long enough to see you return. That's the only thing that kept me going, Prime."

"Bumblebee," Prime began. "I won't let you die, not like this."

"I-it's been an honor… serving with you." With these last words, Bumblebee powered down one last time. Optimus stayed there, shocked that his long-standing companion had died right in front of him. Just like Ironhide had. At least he was now with the Arcee sister whose death had broken him.

"Rest in peace, old friend." Optimus took the Sparks near his ally, as well as the one in Bee's chest, and placed them among the Matrix of Leadership and his own Spark.

He heard a large dragon roar nearby. The Prime rose, proceeding to draw the sword he had for so long, and turned to face his adversary.

"You," Optimus addressed the black dragon. "You took too many lives. However this ends, it ends today."

"So be it," the dragon's voice echoed in Optimus's mind. "You will not survive today."

"If I die, I will take you with me," the Prime shouted, bringing a shield around his facial region and drawing his shield. He charged the great dragon, slashing and hacking at the beast as it bit and clawed at his own chassis. Eventually, the beast was too tired to go on, as was Optimus. The last surviving Cybertronian, however, had one last trick up his sleeve.

"You know not who you fight," Optimus shouted as he charged the Matrix of Leadership. The dragon laughed, sounding like a growl.

"Neither do you," it responded. It dove at him, bleeding from the belly in the meantime. "It's time for you to die."

"Then let me give you one last thing to remember me by," Optimus growled as his chest cavity opened, revealing the Matrix glowing in all its glory. The Prime punched the dragon and slammed it into a nearby hill. With one powerful blast, the Matrix unleashed all its energy in one bright blue blast, burying the dragon in a mountain and sealing it in a tomb of stone. Optimus felt its dark presence still living inside the new mountain, but he knew it wouldn't bother any more humans for some time. The Matrix powered down so far that it began draining power from the numerous Sparks in his chest as it returned to him, including his own.

He unburied Bumblebee and took him to a nearby field several miles from the mountain the Matrix created. As his final acts on Earth, Optimus recorded a log of all events he'd went through, explaining the history of Earth/Remnant, inserting Hound's logs, and created a tomb of sorts for himself, Bumblebee, and the numerous Sparks within him. The tomb looked like an Aztec pyramid combined with a Greek Parthenon, which was the structure of the numerous Tombs of the Primes dotted around Cybertron. The Sparks were set in statues which resembled each Cybertronian they belonged to. Bumblebee received a separate tomb above the room which held the Sparks and the Matrix of Leadership. He made sure to place the records in a place near the pedestal of the Matrix, surrounded by the statues of the Sparks. Finally, he created a sarcophagus for himself, which he laid in until his Spark left him, which floated to a statue of him with the massive sword of his in its hands. The remaining Energon inside of him flowed into the Earth beneath the Tomb of Sparks, which eventually combined with small crystals to create what is now known as Dust. On top of that, Optimus placed a blessing on the Matrix: whoever retrieved the Matrix would be the next Prime, the son of Optimus Prime. Little did he know how literal that was, as the Tomb of Sparks created a radiation field that reached a nearby warrior trying to protect his family. Combined with the new Aura and his Semblance, he was a mighty man indeed. Optimus's new lineage had begun its course.


4 months before the Great War (4338 AD)…

A team of scientists finally entered the Tomb of Optimus Prime and Bumblebee, eventually finding the recording he left for them to discover. They learned much of his people, as well as the history of Earth; upon hearing of the Matrix of Leadership, however, their hearts were filled with greed, and they immediately began conspiring plans against one another. This brought Grimm into the Tomb of Optimus Prime and Bumblebee, which killed the greedy scientists. More scientists entered, preceded by Huntsmen to destroy the Grimm, and discovered the recording. These scientists remained faithful to their craft, eventually safely discovering the Tomb of Sparks; the men did not understand, however, that Megatron had impure intentions, and took his Spark as well as that of Optimus. Thankfully, they did not find the Matrix, which was unrecognizable to their human eyes. The team made note of the place and returned to their home in Mantle, Schnee Dust Company Headquarters to be precise. A young Wilhelm Schnee overheard talk of the incident and made note of it for future reference.


Thirty-five years after the Great War…

Maxwell Cerulean waited for the men to leave. He was the descendant of a very powerful warrior made even more powerful by the appearance of this 'temple' structure. Despite them becoming very disrespectful, dishonorable people, he was determined to right their wrongs; they were adamant that other humans and even Faunus were lesser beings than they and deserved worship. He, on the other hand, was more honorable than they and brought aid to those who asked, fought for the defenseless, and generally made other people's lives better while accepting his own the way it was.

As soon as the men left, Maxwell rose and darted through the archway. At 12 years old, he wasn't too tall, so it was easy for him to fit through the 8-foot doorway. He made sure to hide in the shadows to stay hidden from anyone remaining in the structure. He felt strange symbols on the wall he was leaning on; turning, he saw that the language was unreadable, being full of strange lines and odd symbols. Somehow, it shifted its characters around to read perfect Valean: "In these catacombs lie the Hearts of several brave warriors. Their Souls have reunited with the Allspark."

"Allspark," Maxwell pondered aloud. "What the heck is that?"

He proceeded down the hallway towards a large room with a single large stone box. It, too, was lined with the cryptic lettering, which transformed into Valean: "Here lies Optimus Prime, a great leader and greater Prime."

Whatever a 'Prime' was, this guy was pretty good. Regardless, why would he need such a big coffin?

"Okay," Max muttered. "How do I open you without breaking anything?"

Suddenly, a human-sized door opened on the side and lit up the inside. Despite not trusting the inside of the box, Max entered. What he saw inside was terrifying: it was a large man-like body with red flames painted on a blue background. He climbed on top of the body to see if there was a real man inside the metal chassis, but there wasn't. Was this Optimus Prime?

"This can't be real," Max whispered as he climbed down. He exited the box as silently as possible. He proceeded to sneak around to another chamber with yet another large stone box. The characters on the side repeated what the others did and read as follows: "Here lies Bumblebee, a brave young warrior who served beside Optimus Prime unto the end."

What a strange name, 'Bumblebee'. Though this box was considerably smaller than the one holding Optimus, it was still too large to hold a normal man. Max imagined it was similar to the Optimus body but with yellow and black instead of blue and red. He refused to enter the box, but still admired the thought of what the two were capable of in their time. The young boy continued on.

Eventually, he found a massive set of double doors leading to another chamber. Despite being small enough to crawl around if he desired, he was unable to sneak through the door without being noticed. Nobody saw him, but somehow the door felt his presence. Valean text appeared on the door: "Tomb of Sparks" before opening a much smaller entry way.

Max explored the massive statues, many of which were stone wearing off to reveal metal; this made him realize that everything here was programmed, powered metal and electronics. Most of the statues had small glowing shards of metal encased in them.

The statues all had inscriptions on the bases of them describing who they were and what they did.

The fat one representing a strange soldier with a cigar in his mouth and quad-barreled Gatling gun, the Samurai, and one who looked like a parajumper: "Hound, Drift, and Crosshairs, warriors who battled against Galvatron."

Bumblebee stood with an obvious medic, weapons expert, and sleek lieutenant: "Bumblebee, Ratchet, Ironhide, and Jazz, four heroes who arrived to Earth with Optimus."

Four female-shaped statues stood together: "The Arcee sisters: Arcee, Chromia, Elita-One, and Ferraria, three who arrived with the second wave of Autobots, the fourth who gave her life to save several humans."

Then there were two chubby-looking twins and a sleek assassin: "Mudflap, Skids, and Sideswipe, heroes who aided in the battle against the Fallen."

There were a couple of chubby ones and two ranger-types who looked to be made for breaking things: "Topspin, Roadbuster, and Leadfoot, wreckers who fought in the final battle against the Decepticons."

Two smaller ones who looked like smaller steampunk statues of homeless people: "Wheelie and Brains, Decepticon deserters who helped battle Decepticons in the final battle."

An Einstein-ey fellow was found with a broken metal shard. No information outside of being an inventor was given.

Finally, there was Optimus himself, shown standing while holding a massive red and blue sword, the metal shard in his chest glowing brighter than all the others.

In the middle of the room stood a small stone block, most likely designed to hold something. As Maxwell came closer, its language became understandable: "The one who next wields the Matrix of Leadership shall become the next Prime, the son of Optimus Prime."

"The Matrix of Leadership," Max asked himself. He was impossibly intelligent for his age, but even he knew nothing of any Matrix, or any mythical objects outside of the most famous ones for that matter. "Let me guess: pure heart and great courage. And it can even give the user unimaginable power, right? *Sigh* I've heard too many of those."

Almost immediately, the statue of Optimus Prime started moving, automating as if to defend some invisible relic.

"Courage test," Max guessed, unfazed by the moving machine.

"Correct," a deep, gruff voice echoed around the room. The small exit closed, locking Max in. "If you are truly worthy to wield the Matrix of Leadership, to become the next Prime, you must show true courage in battle. This is the first of three tests."

Immediately, the machine swung the sword in a downwards stroke at Max. He leaped out of the way just before it struck the metal floor. Having been worked into unlocking his Aura and Semblance at a seriously young age, his entire body turned into metal and expanded until he was as tall as a Bullhead. With ease, he extended a blade from his left forearm and swung to block the next strike.

The attack turned into an all-out duel between pure machine and metal boy. The machine was larger and stronger than Max, who was having difficulties trying to defend himself even in his metal form. Cerulean was starting to doubt his chances of survival, even fearing for his life, when a dark thought entered his mind. His family was crafty, and would do anything for a relic as powerful as what he thought the Matrix was be, especially with becoming as powerful as Optimus probably was. There were also bounty hunters and fallen Huntsmen and Huntresses who would use it for evil purposes if they ever got their hands on such an artifact. Max refused to let anyone obtain such a power and pushed himself beyond his capabilities.

His chest started glowing, sending bright blue light throughout the creaks and crevices of his titanium-colored body. The Optimus automaton was partially blinded by the bright light as Max grew taller. Inside his chest was now a bright blue shard of metal, and his body armor was now bright white and golden. The eyes of his new form shone a bright yellow as he pushed the Optimus machine back. Swing after swing, Max pushed Optimus back to where it initially was until he was finally able to strike it in the head, signifying a lethal strike. The automaton stopped, then returned to its initial stance after a few seconds to register the victory.

"Well done," the voice spoke once more. "You have shown great courage in the face of adversity and battle. Now comes the next test: the purity of your heart. The Sparks of Bumblebee, Ferraria, and Megatron shall show your darkness and light."

The Sparks for Bumblebee and Ferraria began to glow brightly, finally projecting a human image in a holographic model before each statue. The statue for another machine, one whose name read "Megatron", began to glow a violent red, showing the form of a Beowolf.

"These two humans are convicted of treason against an oppressive but great king," the voice tested. Immediately, the bright yellow holograms of a crown, sword, and key appeared before Optimus, the source of the voice. "Their sentence: death by Grimm. Choose: loyalty to the crown and let them die; kill them yourself; release them and make them defend themselves; or free and defend them. You have ten seconds."

Almost immediately, Max—now back in his human form—took this opportunity to take the sword and kill the Beowolf but did not free the humans. He then looked at the golden crown and saw that it was inlaid with much jewelry, compared it to the humans, one of whom was in rich clothes and well-fed, the other being dressed in rags and was starving. He saved the poor, but left the rich to his own devices. The holograms faded into nothingness.

"You first killed the Grimm," Optimus commented. "But then paused to compare the crown and humans, and freed only one of them. Why is that?"

"The sentence was unjust in the first place," Max explained. "But I needed to see why each did what they did. The rich one probably did so in greed, whereas the poor committed for desperation. I left the rich because he had the resources to save himself. The poor did not, so I freed him." The Optimus statue nodded before freezing once more.

"A wise choice," he spoke. "You have passed your second test. Now for the third and final test to commence."

A strange object designed in an even stranger fashion rose from the pedestal. Three holographic images, one of Megatron, one of Optimus, and one of Max, appeared.

"This is the test of intention and humility," Optimus said through his holographic form. The lips actually moved, which really impressed Max. "Megatron was my enemy, the one who desired control over the Matrix, the Allspark, the reconstruction of our home world at the cost of yours, and the domination of your world in the first place. He was also my brother."

Max took what he realized was the Matrix of Leadership and, instead of placing it in his own hologram, put it in Optimus's form. He was embarrassed to give it to the hologram of a dead guy, but he felt it would be safer in the hands of the last holder.

"I'm not worthy for this," Max explained. "But I do know other humans and Faunus alike who are far less deserving." Optimus's hologram nodded.

"I felt the same way when I became a Prime," he agreed. "But I accepted my heritage to stop a greater evil. Are you willing to do the same for your people?"

"For all people, really, but yes. Yes I am."

"You have passed your third test," Optimus spoke as the holograms faded. "You are worthy to behold the Matrix. Before you do anything else, I have a singular question to ask of you: how were you able to unlock the power of my race?"

"That's my Semblance," Max responded. "It came from several generations ago, about two millennia ago, before Dust was discovered. Ignis Cerulean was the first with our Semblance. We've lived by this tomb-thing for several generations now."

"Then you truly are the next Prime," Optimus answered after a short pause. This left Max confused until all the Sparks in the room began to glow, as well as the Matrix itself. Max's Semblance activated out of his control, revealing the shard in his own chest glowing a bright blue.

"By the power bestowed upon me by my ancestors, the first Primes," Prime's voice spoke as several more, much deeper voices synchronized with his, "And by the power of the Allspark, I grant you the power of your ancestors, the Primes. From this day forth, I, Optimus Prime, hereby declare you a Prime."

The glow and energy from the Sparks and Matrix began to slowly enter Max's body, changing him from within as his armor began to change.

"Orion Pax became Optimus Prime upon his acceptance of his heritage," the deeper voices said without Optimus's voice, now coming from the Matrix itself. "No longer shall you be known as Maxwell Cerulean. You are now our last descendant… Maximus Prime."

End


A/N: I think I jumped the gun there. Seriously though, I kind of intended Optimus to be too weak to beat that dragon. I don't think the Matrix of Leadership works like that, but it is a pretty powerful artifact, so I think Optimus hasn't learned all its tricks by the end of the third or fourth movies. Hopefully Michael Bay gets The Last Knight right (yes, he's coming out with that; June 2017, so excited).

Anyway, I still think I jumped around a little too much. I'll go back and read it later. Right now, by the time I'm finishing it, I've got to celebrate my 18th. So far, it's been filled with skillets: Awake and Unleashed albums by Skillet on a USB drive; the Alive album itself in CD format; and a nonstick skillet. How hilarious.

This story has been a nice change in pace from my other stories like the Musketeer mantra one. Speaking of which, I need to get back on top of that one.

And now I've got nothing else to do with my life other than be bored and relax. Texas, out.