EARTH, THE PLIOCENE EPOCH.

Megatron hovered on the bridge of The Ark, casting a
triumphant gaze around at the vast inanimate forms of his
ancestors, the Decepticons, and their mortal foes, the
Autobots. The metal giants were still, their ancient circuitry
pumping the bare minimum of energon needed to keep them alive.
He grinned ferally as he set eyes on the frozen form of his
inspiration, his idol, his namesake, the original Megatron.
The ancient Warleader's titanic hands were frozen in stasis,
still locked around the throat of a fallen Autobot.

"At last..." the Predacon leader chuckled. "The wrongs
done our people shall be avenged, yesss..."

VTOL engines whining, Megatron flew on past the prone
ancients, until he faced a vast, throne-like command chair. In
the massive command seat lay the still frame of his people's
nemesis, the hated Autobot Commander, Optimus Prime, namesake
of his own enemy. The titanium tyrant paused a moment to
reflect on the cyclical nature of war, then grinned again as
he heard the high-pitched screams of blaster-fire behind him.
The Maximals would never breach the walls of the Ark in time,
even with the help of that treacherous female, Black Arachnia.

Laughing to himself, he began building up the charge on
his energy rapier, taking careful aim at the head of the prone
Autobot leader before him.

He plan was devilishly simple. By destroying Optimus
Prime now, he ensured his namesake's ultimate victory in the
Great War to come, millions of years in the future. Without
Optimus to lead them, the Autobots would fall, the flame of
their race guttering out and dying in the Decepticon tempest.

Megatron gave little thought to the consequences of his
act insofar as it affected his personal future. His own life
may well be forfeit, but the Decepticons, and thus their
descendants the Predacons, would reign supreme over Cybertron
and perhaps, who knows? Maybe even the entire galaxy...

The charge on his rapier was building to dangerous
levels, coruscating sparks of electric death coursing down the
weapon and illuminating the tomb-like bridge. He heard the
Ark's defenses give way behind him as he pulled the trigger,
sending millions of gigajoules worth of electrically-charged
plasma slamming into Prime's unfeeling head.

A voice from behind him screamed "Megatron, NO!" but it
was too late. The Autobot leader's armored cranium began to
smoke as internal circuitry melted and burnt under his
onslaught, only to explode in a blaze of blue-white energy.

Optimus Prime was dead, damaged beyond repair. As the
temporal vortex formed, sweeping out across reality like a
tornado, the Predacon leader howled with laughter, even as the
Maximals attacked him.

The future belonged to the Decepticons!!!

*************************************************


"MEGATRON'S WAR"

A Transformers Alternate Universe fanfic by Dave Menard

Send Comments/Questions/Intact G1 toys to:
deibu_kun@sympatico.ca

Transformers copyright Hasbro inc. in North America. The above
fic is based on material that is copyright Sunbow
Entertainment and Mainframe Productions. The following is a
work of fanfiction. No monetary compensation has been or ever
will be made for this work, so obey your local lawyer leash
laws and don't sue, 'kay?

*************************************************

The vast technological megaplex was strangely empty.
Lights burned in millions of windows, yet the only signs of
life of any kind were the constant aerial patrols circling
high above the massive tritanium-steel towers, their
searchlights sweeping the streets and catwalks like hungry
predators.

A few pale stars glinted wanly in the night, their
brilliance all but washed-out by the light pollution produced
by the vast city. Two metallic moons gleamed in the reflected
light of the planet, their central powercores long-since
snuffed out to fuel the engines of the planet's overlord.

Korex had once been a powerful, rich colony world of the
Cybertronian Empire; conquered by the hand of the First
Emperor himself millennia ago. Over three billion sparks once
lived, laughed and loved on her surface, but that was a long,
long time ago. When the invaders came, they first subjugated
the Transformers living there, then began to rape the once-
energon rich planet of her resources in a long, methodical
process refined over centuries. The brilliant lights
illuminating the metroplex of Korex-Prime were among the last
on the planet. After five solar cycles, the invaders had all
but drained the planet dry, and were ready to squeeze the last
remaining ergs of power from Korex's former citizens, who
waited in internment camps for their fate.

Many of the prisoners had heard stories of what became of
those Transformers the enemy dragged away to the
inoffensively-name "Processing Centres". Horror stories of
spark extraction, followed by the cannibalization of empty
bodies. Not a microgram of waste matter was left behind.

The Spawn were nothing if not efficient.

It was to the last interment camp that the Resistance
came that night; scarcely a hundred sparks left alive from a
planet that once held billions. The facility was scheduled to
be emptied at dawn, and by nightfall of the following day
Korex and her two dead moons would be destroyed, chewed up and
swallowed by the Master of the Spawn, the Scourge of the
Galaxy.

Unicron.

**********************************************

A shadowy, eight-legged form alit in a pool of shadow
near the gate of the interment camp, pausing briefly to
ascertain that she had not been visually scanned by the ocular
sensors of the three Spawn standing guard. Moments later, a
sleek, gunmetal-black quadruped joined her in the darkness,
seeming to melt into being beside her. The giant spider turned
to the steel panther and grinned awkwardly, her mandibles not
meant for such an expression.

"Good. Glad you made it, you mangy old cat," Black
Arachnia hissed quietly. She was a recent model, but had been
given the archaic unit designation of Terracon. Her companion
was an early-model Decepticon unit with extensive upgrades, a
veteran of the Liberation Wars, and a former subordinate of
the legendary Spymaster Soundwave. "I was afraid I'd have to
go looking for your ancient carcass..."

The panther's voice was a menacing purr. "Never mind that
now. We've a job to do, and little time to do it." Ravage
blinked as he checked his internal chronometer. "One tic until
showtime. Are you ready?"

The spider nodded and activated her Silenced
transformation, her body shifting until a slender, luxuriously
feminine form took shape, her coating of Stealthpaint
absorbing the ambient light. Stretching forward, she brought
her back-mounted venom-lasers to bear, targeting two of the
Spawn drones.

Ravage reared back on his hind paws as Silenced gears and
motors millennia old obeyed his mental command, transforming
him into a bipedal version of his cat-form, opposable thumbs
sliding out of concealed housing in his forearms, energon-
blade claws springing to plasmatic life on the tips of his
fingers.

Black Arachnia leaned over and kissed him passionately,
licking his nose gently as she pulled away, smiling.

"For luck."

He nodded. "It's time."

The pair lunged out of the concealing shadows
simultaneously. The two Spawn that Black Arachnia had sighted
fell to a single shot apiece, convulsing as her venom
destroyed their systems from within. The third made to run
towards the alarm, only to fall to Ravage's claws as the feral
ancient tore him to pieces. The entire battle was over in a
single tic.

Black Arachnia gently tabbed the comlink unit on her
forearm, a quick vibration letting her know it was active.

"This is the Infiltration team. Gate is secured, over."

"Roger," A male voice answered. "Hold your position, wait
for Assault team's signal to move out."

"Copy that," she hissed, "Over and out."

"Well, now. That was easier than I expected," Ravage
grumbled under his breath, a fanged grin tugging at the corner
of his lip. "You did well."

"I learned from the best," Black Arachnia smiled back,
sliding a clawed finger along his jawline. "Maybe once the
operation's over, I'll show you just how grateful I am, hmm?"

Ravage's eyes flared in anticipation. His apprentice
never ceased to amaze him.

*******************************

High above the Camp, at an altitude that the Spawn
aerialdrones couldn't reach, an ancient vessel hung in
geosynchronous orbit. The sensor baffles were doing a good job
at keeping Spawn surveillance arrays from spotting the ship,
but it was only a matter of time. The operation taking place
below had to be performed with spilt-second precision,
otherwise their Leader's plan would all come to naught, and
the last survivors of Korex, along with his own precious
troops, would be lost to Unicron's forces.

"Rattrap, report!" The leader barked, starling the
smaller bot out of his communications console.

"Ahh, I just finished cuttin' off external communications
fer the Centre; word ain't gettin' out until we want it to. Da
Infiltration team just called in; no probs on dere end. Still
ain't heard back from the Monster Mashers, though, Boss-bot."

"Blast! Hail them!"

"Uhh, dat might not be such a good idea... "

"Do it! We can't afford to lose this opportunity!"

"Sure thing, boss-bot," the cantankerous Transformer
sighed in a put-apon fashion. "This is Command, come in
Assault team. I repeat, this is Command-"

The reception array flared to life in a burst of static.

"Thisss is Assssault team leader," A gravelly voice
hissed.

"Excellent," the leader breathed, rubbing the corners of
his optics. "Why haven't you reported in, team leader?"

"Apologiesss. My cohort devoured our primary
communicatorrr. It took a moment to asssemble anotherrr."

The leader groaned. "Are you still in position, at
least?"

"Affirrrrmative. Am awaiting your sssignal..."

"The word is given. Commence assault pattern delta-one."

The communication broke off.

"Now what?" Rattrap asked.

"Now, we wait. Assuming all goes to plan, we will
rendezvous with both teams at the assigned co-ordinates.
Yes..."

************************************

In the service tunnel beneath the guardhouse, the Assault
team leader tabbed off his improvised comm unit and smiled a
sharp-toothed smile at his companion.

"The worrrd isss given, Gnaw."

"Can smash now?"

"OH yesss."

The Sharkticon, last survivor of a race long dead at the
hands of Unicron, returned his squad leader's smile, before
transforming into his monstrous bipedal shark form. With a
roar, he tore through the roof of the tunnel and set about
with claws and teeth, mangling drones into slag.

With a roar of his own, his companion launched himself
through the hole left by his partner's passage and
transformed, a whirling tritanium-steel blade appearing in a
taloned hand. The room was packed with Spawn drones, their
organically-rounded metallic forms launching themselves
mindlessly at the two intruders.

The Dinobot considered giving his battlecry before diving
into the fray, but realized it would be wasted on these
mindless automatons. With a shrug, he set to fulfilling his
mission; occupy and destroy as many drones as possible while
the Infiltration team frees the prisoners.

His blade was a blur as it tore through Spawn circuits,
laser bolts glancing off his whirling battle shield as he felt
the call of battle sing in his processors, the battlerage that
was the inheritance and birthright of his lineage.

"Fall, dronesss! Know you face Grrimlock, last
Battlemasterr of Cybertrron!!!"

The drones didn't react, but Grimlock felt cheered
anyway. "Gnaw, withdrraw, now!"

The Sharkticon knew what to do thanks to long drill, and
though he was loathe to leave with enemies uneaten, he
followed the orders of his Battlemaster without question. With
a howl of glee, he leapt back down the tunnel, followed
quickly by the Dinobot as the warrior-born bot lobbed a
thermite grenade over his shoulder at the pursuing drones.

****************************

The grenade went off, demolishing the guardhouse with a
crack of thunder and a flash of superheated air. At the Gate,
Ravage turned to his apprentice.

"There's our signal. Let's go."

The young Terracon nodded and leapt down into the
compound, venom-lasers singing a song of death as she charged
across the compound ahead of her mentor. Ravage brought up the
rear on clean up, dispatching spasming drones with quick claw-
strikes.

The plan appeared to be working; the small number of
drones not caught in the explosion of the guardhouse were
easily dispatched, and the way to the Pens seemed clear.
Arachnia whirled to cover their retreat while the ancient
Decepticon tore open the energon fencing with one swipe of his
claws.

Inside, scared and startled Transformers looked up at the
sight. Ravage growled deep in his throat.

"This is a breakout, everyone listen up! Are there any
Combaticons or Predacons amongst you?"

A slender hand shot up in the back. the warrior-bot
stepped forward, harsh lighting glinting off her dented and
blackened chassis. She was a female, Combaticon by the looks
of her, but it was hard to tell with all her exterior
armaments removed.

"Excellent. What's your name?"

"AirRazor, sir! I was a member of the Justicar forces
before the invasion!"

"Fine. Your job is to keep the rest of this rabble in
line while we escape. Black Arachnia and I will provide fire
cover, just follow us." He paused, glancing back at the young
Combaticon. "You know how to operate a plasma disruptor?"

"Do I?" She grinned.

"Good to see they still teach the fundamentals at the
Academies. Here." He tossed her his seldom-used sidearm and
motioned for the crowd to follow him.

the crowd rushed forward to the gate, Arachnia and
AirRazor taking out the few pockets of Spawn resistance as
they went. In a particularly sticky moment, AirRazor had
formed up beside Ravage.

"Who're you two working for, anyway?" the female called
as she unloaded a series of bursts into a tank drone.

"Talk later. Fight now!" Ravage growled as he tore the
head off a cycle-drone.

"what's this I hear?" Arachnia called back, laughter in
her voice. "You cattin' around on me, old bot?"

"Enough talk! Clear that passage and let's get going!"

"Aw, you're no fun..." Arachnia teased, but she zipped it
and pushed forward.

The Assault team was waiting at the gates, and exchanged
nods with the others then joined in the charge, leading the
ragtag band of escapees towards a sublevel access panel.

"Down herre! Hurrry!" Grimlock snarled, waving the
Transformers down the hole. "Head rrright when you reach the
floor, then wait for us in the first domed chamberrr!"

The escapees obeyed fearfully, knowing it was only a
matter of time before aerialdrones appeared. They weren't
disappointed as the whup-whup-whup of attack choppers and the
whine of jet engines echoed through the air.

"Slag!" Arachnia called from her position in the
rearguard. "We've been made! Three divisions of aerialdrones,
both types, plus... Oh Slag, there's Sweeps!" Her voice grew
panicked. "We've got Sweeps!"

The crowd turned and looked up to see the feared crack
aerial troops of the Spawn coming in from the west. Six
archaic hovercraft, they seemed slow and cumbersome compared
to the sleek, wasplike aerialdrones, but appearances were
deceiving. Unlike the drones, the Sweeps were self-willed,
intelligent opponents with a sadistic streak a mile wide. and
where the Sweeps went, so went their leader, Scourge.

"Give up, rebels!" The Master of the Sweeps called, his
gravelly voice cruel and mocking. "Surrender now, and your
deaths shall be mercifully quick! Resist us, and your circuits
will scream in agony before the Master devours your sparks!"

"Die, traitor!" Ravage cried. More than most, he knew
what the Sweeps were. Transformers, transmogrified by Unicron
into his willing servants. Scourge himself had been one of
Ravage's old comrades-in-arms during the Liberation War, only
to sell his soul to Unicron for power. Ravage drew his holdout
pistol and opened fire, but the blasterfire merely scudded off
the ablative armor of the Sweepsmaster.

"Ravage, is that you? You obsolete model." Scourge
mocked. "I'll put you out of your misery, once and for all!"
The hovercraft sprouted a missile launcher cluster and opened
up, the compact explosive charges screaming out of the sky
towards the defiant Decepticon-

Only to explode against a shield of energy webbing!

Arachnia glanced over her shoulder at her mentor. "Stay
back, you can't take him on!"

"Slag it, get out of the way! He's mine!"

"Remember the plan, pussycat. We've gotta hold 'em off
until the boss-bot shows."

Ravage growled his reluctant assent, and returned to
shepherding the refugees as Arachnia maintained her shield as
best she could under the bombardment.

"Can't... keep this up... much... longer..." Slag it, she
mentally swore, where the hell was the air support?

The question was answered as a gigantic, silver vessel
screamed out of the night sky, massive plasma bursts
demolishing drones and scattering Sweeps.

"Skyfire!" Arachnia cried joyfully.

The gigantic Transformer was a whirlwind of destruction,
lancets of blaster-fire glancing off his shields as he
transformed, his two passengers leaping to the ground.

"I have you covered, fellows," the ancient giant called
to the smaller bots below. "Get down to the escape route!" the
last of the refugees disappeared down the hole, and were
followed quickly by Grimlock, Gnaw and AirRazor.

The Leader nodded, slinging Rattrap's smaller form over
his massively-armored shoulders. "Come along, my bewhiskered
friend."

"Aww, Boss!" Rattrap moaned as the larger Transformer
dodged a stray plasma burst, bouncing him hard against his
shoulder. "I'm gonna be sick!"

"Boss, it's good to see you," Arachnia smiled. "Nice of
you to make it!"

"I always keep my promises," the larger bot answered with
a nod. "Now hurry, we've not much time before more Sweeps
arrive."

Arachnia dove down the hole; Ravage sketched a short bow
to his Leader before following his apprentice. The Leader
lowered his burden into the tunnel with one hand, then turned,
adding his own tremendous firepower to Skyfire's own.

"Time to withdraw, old friend!" he called. The giant bot
replied with a nod, backing towards the tunnel. the Leader
preceded him down, backing the troops away as the ancient
giant clambered into the tight-fitting (at least for him)
passage, Black Arachnia sealing it behind him with a layer of
energy webbing.

"That'll hold for a tic or two, but we gotta get moving."

"Affirmative." The leader nodded. "Is the Space Bridge
ready?"

"Ready and able, Boss-bot," Arachnia answered. "It's
amazing that the old piece of junk actually works, but, hey! I
shouldn't be surprised anymore. Your plans always work out in
the end."

The Leader shook his great head sadly. "Not so. I risked
too much on this raid, but I just couldn't..."

"You couldn't let another planet die without trying to do
something about it, I know." Arachnia patted her leader's arm
with sympathy. "You're a hero to us all, Boss. You've sure as
static made a difference in these bots' lives." She gestured
at the huddled mass of the refugees, packing themselves into
the oversized ring of the Space Bridge. "You can't save
everyone, but every little bit counts."

"Yes, I suppose you're right." He smiled softly. "My
namesake, the Great Liberator was a hero, a great general... I
just feel like I'll never live up to my name."

"Relax." Arachnia chided gently. "I can't think of anyone
more worthy of his name than you. Now c'mon, time's a-
wasting."

They made their way to the archaic transporter, nodding
kindly to the hopeful faces of the refugees as they found some
small space to spare.

"Are we ready?" the leader called.

At the control console, Rattrap smirked. "Ready as we'll
ever be..."

"What the hell is this thing?" AirRazor asked of her
nearest neighbor, the dinobot known as Grimlock.

"It iss a trrransport devissse of the Ancients. It will
evacuate uss to our homebassse."

The young Combaticon nodded. "You guys really planned
this out well, didn't you?"

Grimlock grinned fangily. "Our Leader is a massterr
strategissst."

With a building series of pulsating lights, the Space
Bridge powered up. A column of light appeared, sweeping up the
rescuers and rescuees alike.

*************************

Emperor Starscream was enjoying a hot oil-bath with
several of his favorite concubines when his Master summoned
him.

The Spawn Leader doubled over in pain, a tortured shriek
tearing its way free of his vocalizer. The concubines rushed
to his side, but he tossed them aside with a wave of his
armored hand.

"Leave me!"

"But Lord Starscream-"

"LEAVE ME!!!"

The concubines hastened to comply. Once he was alone. the
pain abruptly ceased.

**STARSCREAM.** The deep, threatening voice echoed inside
the former Decepticon's head, commanding total obedience.

"Yes, Lord Unicron?"

**THE REBELS HAVE STRUCK AGAIN. WHY HAVE YOU NOT
DESTROYED THEM?**

"I-er..." Starscream temporized. In truth, the band of
rebels led by his ancient nemesis' namesake had proven far too
cunning of late. "They have been lucky, sire, and I am
surrounded by incompetent servants-"

**SILENCE!** the living planet sent waves of agony
wracking through Starscream's neural network. **I WILL BROOK
NO FURTHER EXCUSES FROM YOU. THEY HAVE CHEATED ME OF MY FINAL
VICTORY OVER THE PLANET KOREX, SNATCHED THE SUCCULENT SPARKS
FROM MY VERY MOUTH. I AM DISPLEASED, STARSCREAM.**

Starscream screamed in agony, collapsing to his knees.
"Forgive me, Lord Unicron! The Rebels will be destroyed!"

**DO NOT FAIL ME AGAIN, STARSCREAM. I HAVE LITTLE
TOLERANCE FOR FAILURE**

"Y-yes, Milord..."

The overwhelming presence of the planet-killer faded,
leaving Starscream alone in his mind once more. Gasping
against the residual pain, the Emperor found his feet,
clambering over to the communications panel. He hammered on
the call button, fiery knives still poking him behind the
optic sensors.

"Tarantulas!"

Starscream's chief of security appeared on the holovid,
bowing obsequiously. "Yes, oh magnanimous Emperor?"

"Step up drone production, and indoctrinate more Sweeps.
I need everyone you can spare after the rebels."

"I see." Tarantulas clicked his claws together curiously.
"Has Lord Unicron made his wishes known in this matter?"

"He most certainly has..." Starscream groaned, much to
his lieutenant's secret delight. "Make it so, and quickly!"

"Yes, Lord Starscream." The spidery bot bowed and cut off
the connection. Interesting, he mused. The old fool's position
is weakening. Perhaps a clever bot could find himself in line
for a promotion... perhaps even the Imperial seat? He began to
cackle to himself, plans a-brewing.

****************************

The Space Bridge portal opened, depositing her precious
cargo on a vast, open plain. The refugees blinked, and began
to look around.

As far as the optic sensor could scan, the terrain was
covered in heaps of metallic refuse; scrap iron and spare
parts littered the ground so deep that no earth was visible
underfoot.

"Where the heck are we?" AirRazor asked, taking in the
weird surroundings with a jaundiced eye. Several refugees
voiced similar hesitant questions. the rescuers didn't answer,
they we too busy guiding people off the Space Bridge platform.
Once all the evacuees were clear, the smallest of the rescuing
bots, the one called Rattrap, placed a shaped thermite charge
on the homing array and set it off, watching carefully as the
mechanism melted down into slag.

"What'd you do _that_ for? AirRazor gasped. "That's a
priceless artifact, not to mention a great way of getting
around!"

"Yeah, an' if I leave it intact, those Spawn-creeps can
track us from de udder end! Sure, it's a great lil' gimmick,
but we ain't takin' no more risks than we hafta."

AirRazor scowled, but nodded.

"Fellow Transformers!" A powerful voice called. AirRazor
glanced up, seeing that the large bot the other rescuers
called "Boss" was speaking, standing atop the giant jet-bot's
shoulder. "Welcome to the Junk Planet, or as we like to call
it, New Cybertron!"

A rooba-rooba of concern passed through the crowd. The
leader cleared his throat, and began again. "Don't worry,
you're safe from Unicron and his Spawn here. This planet has
been a sanctuary for Cybertronians for millennia. We can
provide you with energon, shelter, and meaningful work for
those of you with combat skills."

"Combat skills?" A gruff old bot, one of the Korexian
refugees scoffed. "Ain't no one here with that kinda trainin'.
they was the first ones ta be melted down fer slag by the
Spawn! Why in Primus' name d'ya need fighters, anyway?"

"I should think it would be obvious, old one," the leader
called. "We are fighting against the tyranny of Unicron!"

Frightened laughter passed through the crowd. "Fightin'
Unicron?! What are ya, glitched? We can't stand up ta them!
That's crazy-talk! Not even the Great Ones stood up to him!"

The dark, cat-headed Transformer from the rescue party
stepped forward. "At least the Great Ones died on their feet,
rather than live on their knees like slaves! Listen to me! I
fought alongside the Great Liberator himself! I knew him! And
he would not want us to give up!!" Disbelieving murmurs passed
through the crowd, but Ravage continued. "Did we fight to
throw off the Autobot shackles," AirRazor noticed the giant
bot wince slightly at that remark, "Only to willingly enslave
ourselves to a cosmic glutton?! I think not!"

"Listen, I'm, all for fighting," AirRazor called out,
"But only a fool fights in a burning house! Why should we
follow you?"

The leader stepped forward once again. "Because I have a
plan that will leads us to victory. This I swear."

"Yeah? And who the hell are you, anyways?"

"I... Am Megatron. And I have come to free us all."

******************************************

END PART ONE