Disclaimer: Don't own; wish I did.

A/N: TF: Prime; takes place after Operation Bumblebee: Part 2.

I had the sudden urge to write a story about Megatron learning that Starscream no longer has the ability to transform and of his brief alliance with MECH. I know in TF:P such a weakness will probably not end well for Starscream, and I just wanted to write something that won't be as undoubtedly depressing as Starscream's fate in the series. This fic is rated for a little angst and violence.

I've never attempted writing Megatron before and I really hope I did him justice. He really didn't want to cooperate with me.

Months. It had taken him months to track the Nemesis the first time he'd stolen aboard. He would have easily made it out of there with the energon he'd stolen, had he not stumbled upon Optimus Prime. The shock of seeing the Autobot leader within the Nemesis had purged all thoughts of escaping from his processor. He'd been discovered in the middle of his conversation with the former Autobot and had had to flee without his energon cubes. To top it all off, he'd been shot out of the sky as he flew off, putting him in a worse position than he'd been in when he'd first stolen aboard the flying ship.

He'd gone through some serious trauma since then and he was certain he'd offline on this pathetic mud ball. He had no energon, he could no longer transform...it seemed Primus was having a good laugh at his expense. So imagine how his spirits had lifted when the Nemesis had made a rare landing – for what purpose, Starscream didn't know, nor did he care – not too far off from his location. Without the ability to transform, he lost his ability to cover great distances in short periods of time. It made trying to find energon deposits to keep himself online nearly impossible. He was growing weaker with each passing day and if he didn't do something soon, he would offline for sure.

Stealing aboard the Nemesis a second time was going to prove incredibly risky, but he was growing increasingly desperate. Who knew when another opportunity such as this one would come along?

He made his way cautiously, avoiding where he knew external cameras were transfixed on the ship. He did his best to stay concealed in the shadows, and his desperation allowed him to do a decent job at it. Stealth had never been one of his strong suits. He watched as several Vehicons unloaded off the ship and quickly made his way through the closing hangar door.

He moved slowly, checking around every corner before he turned them. He was also careful not to make any noise. Assuming the energon cubes had been relocated since his last attempt, he stole into an empty room and quickly accessed the computer terminal within. A brief search showed him what he needed to know.

His sensors sprang to life then, screaming in his processor. He managed to move aside just in time as a fist went soaring by his head, colliding with the computer's screen.

He wasn't fast enough to dodge the arm that came shooting up to wrap around his neck mere kliks later, though. He sputtered and gasped, claws digging into the servo around his neck, feet lashing out as he was pulled off the ground, wings scraping painfully against a wall.

"Me-Megatron." He choked out, feeling the servo tighten over his neck cables. His optics widened in surprise.

Megatron bared his teeth in a twisted smile, bringing his face directly up to the struggling seeker.

"Come now Starscream, surely this doesn't come as a surprise to you. You know the Nemesis never lands. With the ground bridge, it has no need to. This was simply a plot to make catching you all the less annoying. Soundwave informed me of your location and I simply made the decision to land nearby. I knew you wouldn't be able to fight the temptation of trying to steal more energon cubes. And, as always, I was right."

Starscream's optics widened further and he tried to shake his head. "N-no, I-"

He was slammed back against the wall and he felt it's metal plating start to buckle beneath him.

"Do not lie to me, Starscream! I have known you far too long to not know the schemes you concoct in that processor of yours."

The seeker spluttered. He winced as he was once more slammed against the wall.

"P-please master, I was only-"

"Master? I thought you answered to no one now? I should turn you into scrap and extinguish your very spark for this betrayal, you worthless snake."

Something in Starscream's optics hardened and he found he could speak clearly despite the pressure around his neck. "What was I supposed to do? I had tried. I tried to accept that I just wasn't good enough, that I could never be more than second in command. I had come to terms with that. And then you-"

A servo came up to grip painfully on his right wing. He screamed out as he felt the thin metal dent and twist under Megatron's touch.

"You have never been content with the power I gave to you. You always wanted more, even when there was no more for you to have. So you expect me to believe that you'd finally given up on trying to wrest the Decepticons from me?"

"Yes!" Starscream grew slack in Megatron's grip, but did not remove his servos from the one still wrapped painfully around his neck. "I am...more than aware of my own limitations. I know now that I was never meant to lead – I just don't have it in me. That doesn't mean I don't want it." His optics hardened once more. "I've always wanted it. And that doesn't mean I think you are all that fit to lead, either."

The servo on his wings twisted down and he writhed under the pain. "I would choose your words carefully, seeker."

"It's the truth and you know it! The Decepticons are nothing like what they once were. I had wanted to be the one to return us to glory, but I realize now that I could never accomplish such a feat. There is no one here who is loyal to me as so many are to you. I know that the only one who could return the Decepticons to the way they are supposed to be is you. But you don't see it! You don't see how your own ambition has made you blind to the cause you so resolutely believe in."

The grip around his neck loosened ever so slightly. Megatron expected Starscream to grovel, to beg, or even shriek about how it was he who should be leader. This was entirely unexpected.

Megatron's shock was never apparent on his faceplates and it was gone as soon as it had manifested. The tight grip returned around Starscream's neck cables and the terrible pressure on his wing increased.

"I do not need to hear about my what my perceived shortcomings as a leader are from a traitor such as yourself. One of the reasons I always let you live after your numerous treacheries against me is because they were just that. Against me. For all your miserable attempts at wresting leadership from me, you always put the Decepticons first. But now you have turned your back on our cause. You have betrayed me for the last time Starscream."

A smile spread across his lip components and he withdrew his hands from the seeker, watching with some delight as he fell to the floor in a heap. "But I am not in an entirely unsporting mood today. And your wing is not so damaged that you can't fly."

The grin, if it was even possible, grew even creepier. "Fly little seeker. Run away...if you can."

Starscream didn't need telling twice. He bolted to his peds and sped as fast as his legs would carry him from the room. He heard Megatron transform behind him and rocket after him. It was only after he'd sailed overhead that the tyrant twisted around, returning to his root mode and landed heavily in the hallway beyond where Starscream was running. He lifted his arm with the fusion cannon and it whined low as it powered up.

"No!" Starscream turned and ran the other way, something Megatron found odd. He transformed a second time and this time propelled himself into the fleeing seeker, transforming back as he knocked his former second to the ground. He pinned the struggling jet beneath one ped and aimed his fusion cannon at his head.

Starscream tried to dislodge the tyrant's ped from his chassis, but Megatron was far too heavy to be moved.

"What do you hope to gain here, Starscream? Why not transform and run away, like you're so good at?"

Starscream mumbled something.

The fusion cannon whined deeper and started to glow. Megatron pressed it closer to the panicked seeker. "I didn't quite catch that."

"I said I can't!"

Megatron glowered down at him. "What trickery is this? You'll find I am in no mood for any more of your lies."

"It's not a lie! I can't transform! I can't! Those humans - MECH - they betrayed me and took my T-Cog! I'm stuck like this!" Starscream was quickly dissolving into outraged shrieking.

Megatron chuckled darkly. "You actually threw your lot in with those bags of flesh? I must say, I'm disappointed in you Starscream – becoming a pet to some worthless fleshbags, just like an Autobot."

The tyrant sneered.

"It's not like that! I needed the energon. We came to an agreement. I was to help them learn how to use it so they could build their own army and they were supposed to help me locate it. They had stolen a T-Cog from that stupid yellow Autobot grounder and when it was destroyed, they stole mine instead!"

He felt the ped lift from his chassis and slam back down. He screeched as he felt something break.

"You helped those worthless organics build an army? You really are completely worthless!"

Panic seized the seeker. "No, I swear, that wasn't really my intention! I was going to sabotage the stupid things once I had the energon I needed. I didn't expect them to turn on me! I thought they would simply steal another T-Cog from a different Autobot."

The ped lifted from his chassis and he curled in on himself, expecting it to come crashing back down. When it didn't, he dared look up at his former leader. Megatron was glaring down at him, his fusion cannon still aimed at his head. He uncurled his body and pushed himself back on the floor, but the cannon followed his movements.

"You are a fool, Starscream. To think you've fallen so far that you would become complacent with the filth inhabiting this planet. You've lived amongst them; you're more a traitor than I ever thought possible."

The cannon roared to life and Starscream knew then he would be offlined.

"No! I-I-I was trying to replace you!" He shrieked as the cannon fired.

For a moment he didn't move. After the cry had left his lips, Megatron had re-aimed the fusion cannon just as it had fired, tearing a hole through the floor beside the cowering seeker.

Starscream's optics widened and he turned to look at the hole created by the cannon.

The tyrant stepped forward, growling. "What?"

"It-It's the truth." He looked down at Megatron's peds. "At first I was simply trying to survive on my own, but I realized after interacting with MECH's leader – Silo or whatever – that in the end, all I was seeking was a replacement."

Starscream's voice was barely above a whisper now. "I didn't think it possible, but he's the squishy version of you. Intimidating, ferocious...I saw you in him and I let him walk all over me. You're right. I am a fool. I have made mistakes, countless ones, and I never seem to learn from them. That is why...that is why I came to terms with my place as being only second in command!"

The fusion cannon started to hum again and Starscream's optics became panicked, before he visibly deflated. Megatron took another step closer and he was nearly standing atop the seeker.

"That does not explain to me why you defected, you worthless pile of scrap!" He kicked out, his ped connecting with Starscream's chassis. A small cry escaped the seeker's vocaliser as he crashed back into the wall on one side of the hallway. "Your excuses have long been tiring to me Starscream."

The seeker looked up at Megatron, his optics downcast. "You were never going to give me a chance."

Megatron said nothing, simply looked down his former second in command.

"The day I left, I realized that you were never going to believe that I'd changed. And no matter what happened, I was just going to be the Decepticon's punching bag. Airachnid made that perfectly clear when she abandoned me to the Autobots like a piece of worthless scrap. You didn't respect me, and neither did anyone else. Why would I stick around when I'm constantly reminded of how worthless I am? If our positions were reversed, would you have come back?"

Megatron actually seemed to contemplate that for a moment. "If our positions were reversed," the 'and they never will be' passed silently between them, "then I would have stayed. I would have fought for the recognition. It's what I did when I was a gladiator. It's what I expect from those serving under me."

Something in Megatron seemed to change then and the fusion cannon powered down with a soft whirring noise. Starscream got the feeling he wouldn't be offlined that day.

He allowed his body to relax and immediately wished he hadn't, when Megatron's ped came lashing out at him again. He sputtered and moaned, curling into himself for the second time that day. He dared to peek up at Megatron who was once more scowling down at him.

"Get your aft to Knockout for repairs and then take yourself down to the brig."

Starscream sat up, his mouth hanging open. Was he being allowed back?

"And know this Starscream, if you disobey these orders, then you are finished. Do you understand me? I have been lenient with you up until now, but if you so much as think of leaving this ship, I will terminate you. Do I make myself clear, seeker?"

Starscream nodded and struggled to pick himself up.

"I will send Soundwave down to the brig later and you will allow him full access to your processor. I want to know if what you've told me is a lie and just what secrets you have told those worthless fleshbags. And if you've been honest with me, then maybe I might consider having Knockout transplant a T-Cog from one of the Vehicons into you."

"R-really, my lord?"

Megatron was clearly no longer in the mood to be anywhere near the seeker. "Get out of my sight, Starscream!"

Starscream yelped as he was shoved painfully against the wall, before quickly turning and moving away from Megatron and towards Knockout's medbay. He wouldn't dare disobey the orders Megatron had given him. Not this time. He was going to do his damnedest to make sure he made no more mistakes. He was certain his life depended upon it.