A/N: This is not a parody. (Well, okay, maybe I poke a little fun at the Autobots. But for the most part, this is not a parody.) It is the Transformers: The Movie plot the way it should have been written: with focus on the mighty and wonderful Decepticons, apparent Autobot stupidity, and the absence of that ridiculous glowing blue rock that everyone suddenly becomes obsessed with. If you liked the Autobots who made their first appearance in TF:TM, or if you ever thought the Autobots had much brainpower at all, you probably shouldn't read this. However, if you love the Decepticons and/or believe the 'Matrix' was a ridiculous thing to base a plot on, you'll probably enjoy this. P.S. Major changes do not become apparent until after the battle at Autobot City, so please bear with me until then.


TRANSFORMERS: THE MOVIE

Prologue:
On a small planet vaguely resembling Cybertron, life was going on as usual. Arbulus and Kranix leaned over their desks, ignoring the playful shouts of children outside their laboratory building.

Suddenly, the ground began to tremble and shake so hard, three chemical beakers flew out of the holders and shattered onto the floor. But a chemical spill was the least of Kranix's worries when he happened to glance out the window.

"Arbulus, look! It's Unicron!" he screamed, paicking.

A huge spheroid loomed over the planet's horizen like a large nearby planet. But this was no normal planet. According to books and pictures Kranix had seen in the past (and recognized the orb from) Unicron was a planet sized creature, able to move of it's own accord and gaining energy by ingesting any planet, asteroid, or spaceship so unfortunate as to be in its path.

The two scientists deserted the buildiing and ran out into the street, where the entire planet was in an uproar. Unicron had begun too exert a gravitational pull on the planet, briinging it closer to him. Cars and parts of builldings flew into the air to be sucked into the hole on Unicron's front that served as a mouth.

"The ships! Get to the ships! It's our only chance!" Atbulus screamed, pulling Kranix towards the space bay.

The bridge they ran across crumppled beneath them, sening everyone behind them either plummeting to their death or being sucked into Unicron's chasm.

Arbulus and Kranix ran to two separate one-person vessals. As Arbulus clibed into his, he allowed himself one last look at his vanishing world.

Unicron was upon them now. Two large clawlike incisors extending from his 'mouth' caught a grip on the planet's surface and began to pull it into the waiting chasm.

Two space vessals soared up from the dying world. The latter one, unable to resist the gravitational force of Unicron, plummeted back into the chaos and was sucked inside.

In a matter of minutes, an entire planet had ceased to exist, and its energy sent a power charge through Unicron's huge form.


It is the year 2005. The mighty Decepticons have conquered the Planet Cybertron. But, from secret staging grounds on two of Cybertron's moons, the valiant and stubborn Autobots plan to retake the world they and the Decepticons once shared.

Laserbeak flew up from Cybertron's capital towards the planet's largest moon. Though this war was supposedly over, the Autobots obstinately refused to give up their foothold on the moons. It seemed utterly ridiculous, at least to Laserbeak, that they should be this stubborn. Didn't they already have a perfectly decent home on Planet Earth? They were no where near strong enough to annihilate all the Decepticon forces, so why were they wasting their time? Laserbeak tried not to let it bother him. It was immaterial, anyway. Megatron still believed them to be a threat, and Megatron had given Laserbeak a mission. One which he fully intended to carry out, no matter his personal confusion.

He swooped into a landing bay on the moonbase. Carefully evading the security cameras, he maneuvered himself onto a windowledge outside the Autobot's command tower. His small size and skill made infiltration and spy work easy for him. And there was Optimus Prime himself in there! Feeling more than a bit pleased with himself, Laserbeak extended a video/audio recorder from the top of his head.

***

"Ironhide!" Prime called from his deck. "Report to me at once!"

Ironhide glared first at the feeds from spy cameras placed strategically around Cybertron, then up at Prime. What could there be to report? Decepticons, Deceptions everywhere! What good was this idle spying?!

"Every time I look into a monitor, Prahme, mah circuits sizzle!" he snarled. "When are we gonna start busting Decptichops?!"

"I want you to make a special run to Autobot City on Earth!" Prime commanded, ignoring Ironhide's outburst.

"But Prahme--!" the older Autobot sputtered.

"Listen, Ironhide! We don't have enough energon cubes to power a full scale assault." he said firmly, as if that closed the entire issue. "Ready the shuttle for launch!"

Ironhide glared silently at Prime. As if he didn't know perfectly well that his leader was just trying to get rid of him. He was under no illusion that he was as vital to the Autobot team now as he had been in the past. It was all about these young warriors now...no use for old fossils like him. Well, short of shaving thirty years off his age, there was nothing he could do to change that. He left the command tower and headed for the shuttle, never noticing the small creature perched on the outside of the building.

Prime forgot about Ironhide almost as soon as the latter had left the room. He turned back to his monitors. He linked up to the control center on the other side of the moon.

"Jazz, report security status!"

Jazz's face blinked onto the screen. "No sign of Decepticons here, Prime!" he assured his leader cheerfully.

"What about Moonbase two?"

Jazz turned to his second monitor. "Jazz to Moonbase two, Jazz to Moonbase two!"

***

A small yellow Autobot and a human in an 'exo-suit' turned to the monitor.

"Bummblebee and Spike here!" the yellow robot acknowledged.

"We're about to send up a shuttle. Any Deception shenanigans in your area?" Jazz voice asked.

"All clear, Jazz!" Bumblebee said.

Spike opened yet another monitor link, this one to the departing shuttle.

***

"Hey, Ironhide!"

The red Autobot looked up abruptly at the monitor and did his best to put on a face that didn't betray his thoughts. Not that he had to worry. Spike was still talking.

"Tell my soon Daniel I miss him! And tell him not to worry, I'll be coming home as soon as we kick Megatron's tail across the galaxy!"

Ironhide forced a smile. "Will do, Spike!" Was that what he was now, a message carrier? He knew he shouldn't be so bitter. He'd had his day, now it was time for others. Yet somehow that knowledge didn't help much.

***

Back in the main command tower, Prime felt satisfied that the necessary precautions had been taken. Time for lift off.

"Cliffjumper! Commence countdown!" He ordered.

"Five, four, three, two, one...Blast off!" Cliffjumper rattled off.

The shuttle shot away in a burst of flame and energy. Prime watched it disappear, then became aware that Cliffjumper was watching him.

"Now all we need is a little energon...and a lot of luck!" Prime mused out loud. There, that sounded good. Effective, too. Out of the corner of his eye, he saw Cliffjumper smile, no doubt amazed at his leader's optimism and wisdom. No doubt at all.

***

Laserbeak retracted his recorder and soared away from the moonbase and back to his home. Surely this would be enough for Megatron. As he flew away, he felt a slight twinge of sympathy for that old Autobot. To just be packed off like that... Laserbeak didn't have much experience with old Cybertronians. Not many Decepticons lived that long. He wondered how they would be treated if they did.

***

Soundwave and Shockwave stood waiting at the hatch in the control room's ceiling as Laserbeak descended on the Decepticon headquarters.

"Laserbeak returns, Megatron." Shockwave called calmly over his shoulder.

Laserbeak instinctively moved towards Soundwave, but a slight turn of his master's head told him to go to Megatron instead. Laserbeak obediently flew across the small room and alighted on his leader's extended arm.

"Welcome, Laserbeak!" Megatron smiled. "Unlike some of my OTHER warriors..." he cast a meaningful glance at Starscream, "you never fail me!" Starscream glared at him, but said nothing.

"Soundwave! Play back Laserbeak's findings!" Megatron ordered, and Laserbeak gratefully returned to the safety of Soundwave's chest compartment.

"As you command, Megatron." Soundwave responded in his usual mechanical monotone. He transformed and hooked himself up to a large monitor. The other three Decepticons crowded around the screen as Soundwave played the conversation between Prime and Ironhide, as well as the shuttle liftoff. Megatron smiled as an elaborate scheme came into his mind. The recording finished with Prime's awe-inspiring "now all we need is a little energon...and a lot of luck!"

Megatron grinned. Prime was so very fond of those pointless aphorisms.

"Heh. More than you imagine, Optimus Prime." he spoke to the screen.

***

The Autobot shuttle drifted peacefully through space. Ratchet and Prowl were busy at their respective controls, Ironhide was wallowing in understandable self-pity, and even Brawn was being quiet, for lack of anyone to talk with.

Suddenly, an explosion blasted a hole in the side of the shuttle. The four Autobots barely had time to react before Megatron and most of the Decepticon forces boarded the vessel.

"Megatron! Decepticons!" Brawn screamed a much too late warning.

"Die, Autobots!" Megatron shouted, transforming into gun mode. Starscream grabbed him and began firing.

The Autobots fell quickly. After all, there were only four of them against two dozen Decepticons. Their tattered chassises collapsed to the floor. Soundwave and Thundercracker took over the shuttle's controls.

Megatron transformed back. He overlooked the scene with grim satisfaction. All was going according to plan.

"This was almost too easy, Starscream!" he laughed.

"Much easier, ALMIGHTY Megatron," Starscream's high pitched voice snapped sarcastically, "than attacking the REAL threat! The Autobots moonbase!"

Megatron groaned inwardly, wishing Starscream would just get back into whatever hole he crawled out of. "You're an idiot, Starscream!" he snapped. "When we slip by their early warning systems in their own shuttle, the Autobots will be vanquished forever!"

"How do you figure?! What about the Autobots who aren't IN Autobot city?!" Starscream whined belligerently.

Megatron looked as if he was about either have an anneyurism or murder Starscream or both.

"Autobot City is the stronghold, supply base, and refuge of the Autobots." Soundwave's melodic voice explained calmly. "Without it, the Autobots lose two-thirds of their number and are left with only their two moonbases. Those moonbases are simple to surround and destroy."

"Thank you, Soundwave." Megatron said, and smiled at Starscream as if to reaffirm his point that Starscream was, indeed, an idiot.

Starscream scowled and turned away. It wasn't fair. Soundwave always made him look bad. Stupid brown-nosing radio. Of course Soundwave knew the plan better than he did, chances were Soundwave had come up with the plan in the first place!

Starscream stared out of the gaping hole in the side of the shuttle and looked towards the approaching green and blue planet. /Maybe if I win this battle for us.../ he thought. /Soundwave may be a strategic genius, but he's a second-rate fighter! There's no way he'll ever take my place! But if I can win this one... Just me, nobody else. Me, destroying Optimus Prime all by myself...then they'd see how good I am. They'd know I'm important... They'd all see I'm special./

Ironhide lay on the floor, his energy draining away. Could he try to make one last stand for a cause that no longer wanted him? No...better to age like a Decepticon. That, of course, meant to die...

***

An unfamiliar red and yellow Autobot sat on the edge of a lake next to a small boy, vaguely reminiscent of a young Spike. They both held fishing poles in the water, the Autobot looking rather ridiculous as the pole was too small for him. Yet he seemed to be enjoying it far more than the boy.

"Fish're jumpin' today, huh, Danno?" he chirped happily, though he knew perfectly well they hadn't caught so much as a mackerel in the last three hours.

"Guess so..." the boy murmured absently.

"Hey, whatsa matter?"

"Ah...I dunno, Hot Rod." the boy looked away.

"Come on! You can tell me!" Hot Rod prodded.

"I guess...well...I dunno, it's just that..."

"What?"

"My dad spends more time with Bumblebee than with me or my mom combined!" Daniel spat out.

Hot Rod laughed. "Aw, yeah, they're cute together, huh?" Hot Rod grinned. It didn't even occur to him that a seven-year-old had no business knowing what most of the Autobots already knew about Bumblebee and Spike. But, showing some small amount of misplaced consideration, he added, "It's okay, Daniel! Your dad loves you too, he just can't be here all the time. We ARE fighting a war."

Daniel sat in silence, trying to digest this.

Suddenly, a small beeping noise resounded from Hot Rod's wrist. "Daniel, look! The shuttle's coming! Let's watch it land!" He transformed into a painfully red Ferrari.

Daniel looked slightly stunned. But since he wanted to make Hot Rod explain further what he meant by 'they're cute together', he got into the two-seated red car and allowed Hot Rod to drag him up a small mountain.

About halfway up the aforementioned mountain, an Autobot who looked slightly older even than Ironhide was barking orders at a couple of younger Autobots, who were attempting to put a large roadblock into place.

"A little to the left...a little more...come on, you can do it, you're young!"

Bluestreak glared at the older Autobot. "Kup, why are we doing this, anyway?!"

"Don't talk back to me, you little shit! Somebody oughta teach you to respect your elders!

Bluestreak was about to ask Kup if he'd had his pills today, but an oncoming red blur dissuaded him from thinking of anything but jumping out of the way.

Kup toppled over backwards as Hot Rod sideswiped him. Without so much as an apology, the Ferrari sped past, careening into the roadblock and shattering it into several hundred shards of metal.

"Turbo-revvin' young punk!!" Kup wailed from the side of the road. "I'll straighten you out yet!" Of course, Hot Rod was long out of earshot.

Hot Rod sped to the top of "Lookout Mountain", Daniel in tow. Hot rod let Daniel out, than ran to the edge of the artificial cliff to look through the stationary binoculars situated there. And as he looked up at the descending shuttle, what should he see but a hole in the side of the shuttle and a familiar red and gray jet standing directly in front of that hole.

"Decepticons!" Hot Rod cried, and began blindly firing his lasers at the shuttle.

"Hot Rod?! What are you doing?!" Daniel cried desperately.

"I'll kill you all!!" Hot Rod screamed at the sky.

***

Starscream looked down at Autobot City, still in sulk mode. Well, there it was. The location of the fight that might make or break him. And he was ready. However, he was not ready for the laser beam that shot past his ear a moment later.

"Yaah!" he yelped in shock.

"Starscream, you fool!" Megatron bellowed as more laser beams found their way into the ship. "What in the name of all that is holy do you think you are doing?! IDIOT!! Must you ruin everything?! You've completely blown our cover! Well, thanks to you, we have no choice but to...ATTACK!!!

With that, the Decepticons streamed out of the shuttle, laser cannons shooting madly. Starscream chased after them, angry and embarrassed. It wasn't his fault! Of COURSE the Autobots were bound to see a huge gaping hole in the shuttle! Megatron always blamed him for EVERYTHING!

***

A microscope took careful examination of the skyfull of oncoming Decepticons. As a group of Autobots ran up beside it, it transformed into a small red Autobot.

"Ultra Magnus!" the microscope cried, addressing the largest member of the group, a dumptruck that vaguely resembled Optimus Prime in robot form. "A cursory evaluation of Decepticon capabilities indicates a distinct tactical deficiency!"

Ultra Magnus looked blank. "......Huh?"

A green helicopter beside him spoke up. "What Perceptor means is...we're outnumbered!"

Magnus' face lit up with understanding. "OH! Wow, Springer, you understood that?! You're smart!"

Springer rolled his eyes and turned to the last two members of the party, a pink tinted femme and a blue robot about the size of Perceptor. "Arcee, help me transform the city. Blurr! Spread the alarm to the others! Perceptor! Tell Blaster to radio Prime for reinforcements!"

Blurr and Perceptor took off to perform their tasks. Arcee and Springer were about to run off themselves when Magnus grabbed Springer's arm.

"Wait, Springer!" he whined. "I want to help! What can I do?"

Springer looked up at his supposed commander with badly concealed annoyance. "You can just go back to the lounge and eat a doughnut, okay Magnus?"

"How will that help?" Magnus asked stupidly.

"So when the Decepticons get here there won't be any doughnuts for them to eat and they'll have to go home." Arcee smirked.

"Oh! Okay!" Magnus trotted into a building and out of the story.

Springer and Arcee ran to various points around the city, punching in codes and signaling alarms. The city began to change from a peaceful metal metropolis to Fortress Maximus.

***

Meanwhile, outside the city....

Starscream decided to vent his aggression on the Autobot who had first signaled the alarm: Hot Rod. He plummeted downward from the falling shuttle, raining cannonfire on Lookout Point and severing the artificial cliff from the rest of the mountain. Hot Rod, who had been standing on that cliff, screamed as he fell down the rock face. Starscream, certain he had wiped out his betrayer, set off for the city in search of other Autobot bodies and souls to torment.

"Hot Rod!" Daniel cried in a panic. The boy had had the sense to stay back from the edge, particularly when Hot Rod had started firing. Now he was standing alone where there had once been an impressive mountain. He trembled, not knowing what to do.

And if he was panicked then, he was downright hysterical when a large shadow appeared over him. Shaking like a leaf, he turned to see the indigo Decepticon standing behind him. At this point, he was too scared even to notice the wetness in his pants.

Soundwave shook his head. Some good guys the Autobots were, getting human children involved in this war. The boy looked utterly terrified...of him. Soundwave sighed heavily.

"Buzzsaw, eject." He said quietly, pushing the release button on his shoulder. Buzzsaw, Laserbeak's gold-colored twin, transformed and perched himself on Soundwave's shoulder. The Decepticon communicator turned to the trembling boy before him.

"Do not be afraid, human. I will not harm you. Buzzsaw-" he indicated the condor on his shoulder, "-will return you to your place of abode."

Daniel paled in confusion. Did that big Decepticon just say that bird was going to take him home?

"This is no place for a human...or a child." Soundwave finished sadly as Buzzsaw scooped Daniel up.

"H-hey!" Daniel cried, tears streaming down his face. "Wh-where are you taking me?!"

"What he said." Buzzsaw grunted. "Back to your mommy where you belong. So where is that?"

"P-Portland..." Daniel stammered, too frightened to think up a lie.

Buzzsaw simply squawked in reply to that and took off south, the boy in tow.

Soundwave watched them disappear and then turned his attention to the already mauled city. He knew he shouldn't be worrying about a human. But his mission was becoming so gray around the edges nowadays. Before, it had been simple. Collect energon, wherever you can find it, as much of it as you can find, as soon as possible, and take it back to Cybertron to revitalize the planet. But now...Cybertron was restored, power flowed in the veins of the planet once again, he and his cassettes could live on their homeworld in relative peace...

So what was he still fighting for?

The sound of cannon-fire from the city snapped him out of his thoughts. There was no time for this. No matter what the reason, his place was at Megatron's side. No matter where that might take them both. He headed for Autobot City.

***

Several rock ledges below Soundwave, Kup tried his best to pull Hot Rod out from under a pile of rock.

"I'm getting too old for this stuff...." Kup muttered as Hot Rod surfaced. "You okay, kid?"

"Y-yeah..." Hot Rod stammered. "Wait...Daniel!" He glanced desperately back up at the spot where Lookout Point once stood. Empty rubble. "Oh my god..." he moaned.

Two more Decepticon jets whizzed over their heads. "Come on, kid! We have to get back to the city!" Kup tugged Hot Rod's arm.

"Daniel..." Hot Rod whispered in a shaky voice.

"There's nothing you can do for him now, son. Let's go!" Kup tried to be gentle with the young Autobot, but urgency prevented time for proper grief. "Come on, transform!"

Slowly and deftly, Hot Rod transformed and followed the transformed Kup back to Autobot City.

They barely made it over a retracting bridge back into the walls. Normally, Hot Rod would have been excited about this whole adventure of chases and close calls. But he was in shock.

He had killed Daniel. He was sure of that. Oh, great universes, how was he going to tell Spike?

***
Inside the transforming city, Starscream had found some more Autobot stragglers to torment. Springer and Arcee ran desperately through a rapidly shrinking tunnel trying to escape his cannons.

"Pathetic fools! There's no escape!" Starscream screeched at the top of his voice. He was, as always, getting a strange sort of enjoyment out of this.

But unfortunately for Starscream, there was an escape. The two Autobots disappeared through a hatch at the far end of the tunnel, leaving Starscream trapped beneath rapidly closing panels. He shot upwards, trying to make it through the small bit of an opening.

The panels clamped shut, trapping Starscream's left foot. And yet another pair of panels were rapidly moving in to crush him. He glanced about in a panic. He couldn't die like this! But there seemed to be only one other option...

Wincing and looking away, he aimed the laser mounted on his arm and fired.

"AAAUUUUGH!!!!!! MY FOOT!!!!!" he wailed as he barely escaped the jaws of death.

***

On another side of the city, Perceptor climbed up into a very conspicuous communications tower. Blaster screamed something indecipherable as he knocked the Insecticons off the tower via laser.

"Hey, Perceptor!" he called over his shoulder. "What's shakin'? Other'n this fortress...."

"Blaster!" Perceptor gasped breathlessly, "Ultra Magnus-er-I mean Springer-er-I don't know- Oh, just radio Prime on Moonbase one!"

"Alright!" Blaster sounded way too happy. He transformed and hooked himself up to the radio dish above his head. "Optimus Prime, do you read me? The Decepticons are blitzing Autobot City! We're really taking a pounding! Don't know how much longer we can hold out!" he transmitted.

***

Outside, Soundwave landed beside Megatron and drew his gun. Megatron didn't notice Soundwave's sudden arrival, but he did notice the wavelengths emitting from the communication tower.

"Soundwave! Jam that transmission!"

Soundwave stepped forward., and said in his usual to-the-point way, "Rumble, Frenzy, Ravage, Ratbat. Eject. Operation: Interference."

The four cassettes flew out of his chest hatch and onto the tower. Rumble and Frenzy ripped up the radio dish just as Blaster began to repeat his original message.

"First we crack the shell, then we crack the nuts inside!" Rumble laughed. Blaster and Perceptor stood by helplessly and Rumble drove his piledrivers through the glass roof of the tower, and he and his brothers tackled Perceptor.

Perceptor let out a strangled scream as Frenzy's arms encircled his neck. "Run, Blaster! Save yourself!" he cried.

"Um....okay!" Blaster turned and ran as the four Decepticon cassettes ripped Perceptor to shreds.

***

The battle lasted all through the night, and by morning the Autobots' chances seemed slim to none.

"Their defenses are broken! Let the slaughter begin!" Megatron bellowed triumphantly. Devastator ripped open a few more walls, and Megatron was about to get back in on the fun himself when he noticed something coming...

***

Optimus Prime looked over the sorry spectacle of Autobot City. This had to be the most intelligent move the Decepticons had ever made against them. Soundwave must have thought of it. This was awful. Destruction, dead chassises...and Devastator right in the thick of it. Well, at least that could be dealt with.

"Dinobots!" he called to the other occupants of the ship. "Destroy Devastator!"

"Me Grimlock LOVE challenge!" Grimlock bellowed as all four Dinobots leaped out of the bottom of the shuttle and transformed.

They crashed headlong into Devastator. But their brute strength and number were no match for Devastator's skill.

***

Even from several yards away, Prime could see that the Dinobots had lost their battle. This was NOT good. The Decepticons were stronger than ever before. Watching carnage unfold before him, it was all the normally calm Autobot leader could do not to run away screaming in a total panic. Why didn't the Decepticons run out of energy, or make a stupid mistake, or walk into a trap, or one of the other things they always did right when it seemed like they had the advantage?!

But however sorely he was tempted to just get put of there and wait for a miracle to happen, Optimus could feel Sunstreaker and Hound's eyes on his back. If there was going to be a miracle, he would have to make it himself.

"Megatron must be stopped...no matter the cost!" Prime said, trying to feel as courageous as he sounded.

He transformed and charged the Decpticon lines...alone. Part of him knew it was suicide. That same part didn't care. Which was better, to survive while your dream is ground into the dirt or to go down fighting? Optimus didn't want to imagine a future without the cause he had devoted himself to or the friends he cared for so much. Those two things were his life. Now his friends were dead, had died fighting, and his cause, to bring Cybertron back to the Autobots, was falling before his eyes. He had to die with them. He couldn't go on without them.

Before he realized it, he was face to face with his arch-nemesis. "Megatron!" he shouted defiantly.

Megatron smirked. So here he was. the Autobot leader who knew he had lost. And now was making one last noble stand. How heroic.

"One shall stand, one shall fall!" Optimus said in a clear tone that betrayed absolutely none of the fear and uncertainty he felt.

"Why throw away your life so recklessly? You can still escape." Megatron scoffed.

"I guess you just don't know anything about me, Megatron." Optimus prepared to attack.

"Oh, I think I know more than you realize." Megatron grinned before lunging into the Autobot he had spent the last twenty years trying to annihilate. "I'll crush you with my bare hands, o great heroic martyr!"

And so the battle that had been two decades in the making ensued. Megatron vs. Optimus Prime. One on one. Optimus was larger, but Megatron had more energy from fighting. And it became clear that Optimus was outmatched.

***

Hot Rod watched the battle between the two leaders with detached interest. He was still wallowing in a pit of his own guilt.

Daniel hadn't wanted to go up that mountain. Hot Rod had forced him, then Hot Rod had started firing on the shuttle and provoked that Decepticon. And now Daniel was dead. Because of his mistake. It was too much for Hot Rod to take. He just wanted to roll over and die...

He looked back up at the battle and gasped. Megatron was on the ground! Optimus stood over the Deceticon leader, laser cannon in hand. He was going to win! Hot Rod's spirits lifted at this knowledge, and he ran forward to get a closer look.

He stayed back from the battlefield, a few hundred feet behind Megatron. The Decepticon was begging for mercy! Hot Rod almost laughed out loud. It was going to be okay now. The battle was won. But....wait, what was that? A gun on the ground, out of Optimus' sight?

***

Megatron inched forward on his knees as he begged Optimus to spare him. If he could just reach that gun...

"You, who are without mercy, now plead for it?!" Optimus scoffed breathlessly, aiming the cannon at Megatron's head. "I thought you were made of sterner stuff."

/And you were right!/ Megatron thought, snatching up the gun.

"Optimus! Look out!" a voice behind Megatron shouted.

Optimus' head jerked up. Megatron didn't waste time checking to see who had yelled. He seized the moment of distraction and pounded three shots into his opponent's midsection.

No sooner did Optimus see Hot Rod running towards him than he felt three painful blasts slam into his body. "Hot Rod...Get back!" he cried weakly before doubling over in pain.

Hot Rod tried to grab Megatron and wrestle him to the ground, but Megatron easily shoved him aside and into a what was left of a brick wall. He had no time for some insignificant would-be hero. This was the moment he waited for all his life.

"I would have waited and eternity for this!" he sneered, sadistic joy blocking physical pain. "It's OVER, Prime!" he breathed in triumph.

A broken and weak Optimus looked up at him with the determination of a desperate man. "N-Never!" he screamed, and with the last of his strength, the Autobot leader lunged up and slammed Megatron in the jaw with both his fists.

It wasn't a particularly hard blow, but it sent Megatron reeling off balance and he stumbled off the edge of the platform they had fought their way onto. He crashed painfully into several broken pieces of lower platforms before finally landing on the ground below with a crash.

Optimus crumpled to the ground, fully exhausted. Hot Rod pulled himself up and ran to his leader's side. Kneeling by Optimus, the young Autobot wanted nothing more than to find a decent gun and shoot himself in the head. Once again, his stupidity had killed a friend.

"Optimus...forgive me..." he begged, tears of shame and self-hatred running down his face.

***

A few dozen feet below them, Soundwave and Starscream ran to the fallen Megatron. But as Soundwave was trying to figure out the best way to move Megatron without hurting him, Starscream began to laugh spitefully.

"How do you feel, MIGHTY Megatron?!" he cackled triumphantly. He kicked Meagtron hard in the gut and laughed as his leader curled into a fetal position in pain. He was about to try that again when Soundwave grabbed his arm with more roughness than Starscream ever remembered seeing from him.

"Enough." Soundwave said, firmly and with a touch of anger. Slightly taken aback at even such a small display of aggression (and coming from Soundwave, of all people!) Starscream jerked away.

"Astrotrain!" he yelled, trying to hide his unsteadiness, "Transform and get us out of here!" Flustered or not, no one could tell the proper time for retreat better than Starscream.

"D-don't leave me, Soundwave..." Megatron moaned weakly.

Soundwave knelt down beside his leader. "Do you really think I would?" he said quietly, gently lifting Megatron into his arms.

Astrotrain transformed into train mode and opened his back hatch for the Decepticons to climb in. As Soundwave carried Megatron to the craft (and Rumble made himself useful by carrying Megatron's gun), he could see several other members of their group doing the same. Carrying wounded comrades onto Astrotrain. Soundwave smiled a little, hoping the Autobots noticed that too. He resented the accusation that the Decepticons didn't care about each other. With perhaps the exception of the vagrant Insecticons, the Decepticons were a team as much as the Autobots were.

Soundwave set Megatron down near the back of Astrotrain's passenger area. He could hear the Autobots cheering, praising Optimus' courage, and shooting at the unfortunate Decepticons who were desperately trying to make it to their escape vehicle in one piece.

"Just rest here. We'll be going in a minute." Soundwave assured Megatron, who gratefully sank back against the wall. "I'll be right back." he got up and walked around, taking a quick check of Astrotrain's other passengers.

Rumble was curled up near the hatch, still clutching Megatron's gun. Ravage and Frenzy were curled up together against the adjacent wall. Ratbat, Laserbeak, and Buzzsaw were perched on a bar over head. They were all here, and none of them seemed injured. Well, that was a load off Soundwave's mind.

"Buzzsaw." he called. "Did you take the child home?"

"Yeah." Buzzsaw squawked. "His mom threw a frying pan at me! But he's okay."

Soundwave smiled. "Well done. You three stay up there until we get home." He said, addressing all three airborne cassettes. They made various noises of consent.

"Astrotrain! Take off!" Starscream's voice ordered as the last of the Decepticons stumbled into the vehicle. Soundwave glanced back at Megatron. He seemed to be sleeping. Well, he'd be alright. Soundwave crossed the small chamber and sat down next to the trembling Rumble.

"Are you alright?" he asked the small Decepticon gently.

Rumble nodded, but curled up against Soundwave's side like a frightened child. Soundwave put a comforting arm around him as Astrotrain changed to spaceship mode and took off.

to be continued....