Earth date: 3.14. 2110

Place: Council of Autobot Elders, Iacon

Downgrade stood on the dais below the great descendant of Optimus Prime. He stood with great pride, but he could admit he was a little nervous. The thought of the older femme had always made him fear her power, but he admired her in her campaigns. As he watched her gold optics scan the tablet he handed her only moments before he awaited the reaction of Spiritimus Prime.

Spiritimus stared at the tablet, her optics wandering across the lines. She hardly spoke a word, her optics were as emotionless as a robot, making it difficult to tell what she was thinking. Finally, after several minutes of reading the file, she put it down and leaned back in her chair, her optics still unreadable. It was as though she was trying to conceal what she was thinking; even the mask she had risen to cover up her facial expressions hid everything to prevent anyone from understanding what she was going through.

"It would seem," she said calmly, her tone also unreadable, "that your request comes at a difficult time. You fear that we Autobots see your kind as something that should be wiped clean from this planet." She shook her head and sighed behind her mask, her optics shifting to something else before they returned to look at Downgrade again.

"You have nothing to fear, young one. We might be different compared to your Maximal kind, but we all share the exact same beliefs. As my ancestor once said: 'Freedom is the right of all sentient beings.'" Secretly, she bit her bottom lip behind her mask. "But what you ask cannot be granted so easily. Although we share the exact same beliefs, not many will like this 'alliance.'"

She stood up from her chair and turned her back on the younger mech, facing the window that overlooked the training grounds for the Autobot Boot Camp, her arms folded behind her back. Her jet-like wings twitched slightly as though she was in deep thought. She bowed her head slightly as she thought long and hard on the situation at hand. She then turned back to face Downgrade, her optics firm, but gentle.

"If I grant you this alliance that you requested, then what can you do for us?" she asked. "I do not request your loyalty, that would mean that I would be acting like my ancestor's arch nemesis."

Downgrade was silent, but compared to this adept veteran, his emotions must have been completely exposed. It was true he feared the Autobots' view of his team was very low, but not vermin. The blue mech's optics looked down out of distraction as he carefully thought about her words. He seriously contemplated what his friends could do for the Autobots. A long pause haunted his presence until he remembered something very important about the Midicons.

Looking up he began somewhat slowly, "We Midicons…seem to excel in tasks that I've seen many Autobots avoid. By nature we are explorers….but by necessity we are shadows—gathering intelligence on threats to the innocent and providing protection to those innocents." He paused as a particular muscle cable began to twitch in his leg. "I would offer you anything we have. Although I fear that would not be much; because of our avoidance of the war we may be strangely unworthy…

"Perhaps the most important thing we offer is our friendship, which we do not offer lightly. Like you said, we share the same beliefs, because of our beliefs the Midicons have always gifted their friends with great loyalty."

Suddenly, Downgrade's own yellow optics widened with a secret pleasure and added, "Though they did not ask for it…"

Spiritimus sighed and she turned back to face the young mech, her optics stone cold. She then sat back down in her chair and eyed him, listening to Downgrade's talk about the Midicons. She was almost convinced that this group was not going to help them in their fight against enemies in the far future. But she knew that they may be useful should the Autobots need someone to help them gather any information. Perhaps she could trust them enough to do something that no one else could.

"Then perhaps I can make an exception," she said softly. "I will not ask for your loyalty, only that you do not betray us. We are already stretched to our limits on our resources and are still recovering from the Fifth Great War and I believe the Decepticons are on the verge of starting a new one."

She frowned slightly and she stood up, looking Downgrade square in the optics. "Can I trust you to not make the same mistake as I once did?" She then took out her hand, in an offer to shake it.

Downgrade looked at her with a tinge of pity, wondering what mysteries were hidden in her past. When she offered her hand, he grinned brightly and clasped her hand in his. "I should hope I would learn from others' mistakes too…but I must ask something else."

"I would like to tell you our story...it may shed some light to our history, and how close the Autobots and Midicons actually are. My friend, Hvshi, also says that our past guides our future and clashes of culture drive us. Would you maybe like to hear it sometime?"

Spiritimus smiled beneath her mask for the first time since Downgrade's arrival, but she doubted he noticed it because of her features. "I have the time to hear it right now, if you'd like. I am off duty and will not be called for active duty for another few more hours."

Downgrade turned, spotted a chair, and sat. He gestured for Spiritimus to sit as well. Taking a deep breath as his master taught he let the story come to life in him.