I decided to rewrite this after figuring I could do it more justice, so to speak. I had a stroke of inspiration mostly due to getting really depressed and coming across a drawing on DA. Anyway, I hope you enjoy it, though it may be more depressing than the original work.

Warning: character death, angst, depressing themes

Italics in bulk represent flashback

Disclaimer: I do not own Transformers or any related characters; I make no profit from this. I would like to thank heartlesschibi on DA for 'Tears' which inspired this idea.


The Decepticon underwater base was quiet and solemn as it had been for some orns. Most of the soldiers were in the mess hall if not their own quarters. They were more than likely getting severely overcharged on high-grade energon. It didn't matter to any of the current Decepticon army.

Could they even be called an army after what had transpired? They were barely Decepticons now. Every mech in the base was trying to forget the events less than a decaorn old. Their energon supply was running low. Whether the group would make a new raid plan or not was still undecided. The Autobots had attempted to contact them numerous times already.

Their noble adversaries were no doubt taking pity on them. The once proud Decepticon army was a disgrace. The pride they still clung to was quickly dwindling, their morale at an all time low. It would never recover; they had all accepted that fact almost immediately after the battle.

It had been going their way for sometime. The Autobots and Decepticons combining their forces against a common foe, Nemesis Prime. The dark Prime's own forces well outnumbered them, but they were all too predictable. Still, as one Sweep was gunned down, it seemed five more took its place somehow.

Megatron and Optimus Prime stood back to back, blasting opponents that dared to get in their line of sight. Each member of the two armies followed their example to increase the chances of victory. The aerial maneuvers of the opposition proved insignificant against the tactics of the Decepticon Air Commander and his fellow Seekers.

Something went wrong, though, as the air forces provided cover for the ground mechs, the gestalts were left open. They hadn't thought much of it at the beginning, figuring the Sweeps would be easily dismantled by the towering combiners.

Bruticus was the first to go down and split into its individual components. Soon after, Brawl was hit with a devastating blast to the back of his helm. Superion went down next. Slingshot and Powerglide taking the same shot through the chassis. Menasor was forced apart, immediately the Stunticons were taken out individually. Eventually Devastator was the only gestalt left, aided by Omega Supreme against their attackers.

Some of the Constructicons were still recovering from their injuries. Hook was keeping an optic on his brothers as they recharged in the medbay. It would be a while before Scrapper could walk on his new legs, and Long Haul would never have full use of his right arm again. Mixmaster's vocalizer couldn't be fixed unfortunately. Bonecrusher was now sedated after another agonizing operation to repair his circuitry and give him new limbs.

If the Decepticons ever did go off to battle again, Devastator would be their only gestalt force. The Stunticons had all been deactivated, and the only remaining Combaticon was Swindle. The arms specialist was still in the medbay. Nothing was physically wrong with him anymore, but the loss of his comrades had put too much of a mental strain on him. The mech would never be the same, none of them would.

A cry rang out on the battlefield, one of great pain and anguish. Soundwave went into a frenzy as he rushed through the carnage to one of his creations. Laserbeak had been shot down and the Sweeps had immediately gone to work on dismantling the helpless Cassetticon. Enraged after finding her mangled remains, her creator took out countless opponents with his bare servos.

It did little against Nemesis Prime's forces. The demented mech laughed at their useless efforts as another pained cry rang out. This time Soundwave was on his knees as he felt the pain of his other creations. The Sweeps took this opportunity to repay him.

Cover fire from Skywarp and Thundercracker rained down on the mob. The telepath didn't waste time with gratitude as he stumbled to the nearest Cassetticon, only to wish he hadn't. Frenzy hovered over the corpse of his twin with cleansing fluid staining his faceplates. The tiny mech looked to his creator for comfort, but this was no place for such things.

Soundwave and his cassettes had practically locked themselves in his quarters. The tape deck occasionally sent Frenzy out for energon. The antics of the twin terrors were a thing of the past. Everything seemed to be for the Decepticons.

Ravage was curled up next to the berth with the remaining bipedal cassette at her side. The other remaining Cassetticons rarely left the confines of their creator's chest. The telepath rested upon the berth trying desperately to stop the images from replaying in his processor.

Skywarp cried out as he spiraled out of control. One of the Sweeps had managed to hit his left wing and hundreds seemed to be waiting for him on the ground. The purple jet couldn't concentrate enough to teleport to safety. He landed in the middle of the chaos.

Thundercracker quickly darted for his trine mate. The Sweeps scattered as he fired on them to rescue the trapped teleport. The two Seekers were now in the middle of enemy territory. They wasted no time, firing at their attackers as they attempted to leap at them.

The Seekers were in their shared quarters, comforting each other as they healed. It was a miracle either had survived the fight or the repairs. Skywarp was forbidden from teleporting for a while, but he wasn't complaining as long as he and Thundercracker were going to make a full recovery.

They wouldn't have if not for their trine leader. Starscream had managed to sustain little damage, as was his specialty in such battles. The Decepticon Air Commander provided most of the cover fire towards the end of the battle. Every other capable flier had been shot down, if not completely taken out of the fight, as well as any future ones.

The tri-colored jet former stood alone in the command center staring at the empty throne in the middle of the room. His claws were molded into fists as he shook angrily, trying his best not to let the cleansing fluid flow from his optics. It was a losing battle, just as the one against the Unicron Harold had been. They had won, but at what cost? Certainly not one that made it all worth it.

Starscream growled at the throne before him before lowering his helm. An agonized shriek erupted from his vocalizer, shattering the monitors surrounding him. The Seeker fell to his knees, the cleansing fluid finally breaking free. He shuttered his optics, trying to make it stop. He didn't want to think about it, to acknowledge the events.

A lucky shot by Nemesis Prime sent him spiraling to the ground into the Sweep army below. Starscream crashed, crying out in pain as his right wing bent under him. They were on him in less than a klik, attempting to rip him apart as they had so many others.

The Seeker heard the familiar sound of a charging weapon and a purple blast erupted through the crowd. The Sweeps scattered, clambering to get away from this widely feared foe. Megatron was at his side, assisting him to his peds. If they weren't in a life-threatening situation at that moment, Starscream would have laughed until his vocalizer hurt.

Optimus Prime was with them, helping to push back the savage creatures. They had managed to form a wall of sorts against the Sweep army, each mech working to fight them off. That's when Nemesis decided to actually participate in the assault.

No, he wouldn't think about it. That slagger, why did he do it? His vision blurred from the cleansing fluid, Starscream looked back up at the throne. It was his throne now.

The Air Commander chuckled to himself. After so many stellar cycles of pining for it. He finally had what he wanted, only to find he didn't want it anymore. The Seeker would give anything to have things the way they were before.

Starscream felt someone grip his wing and pull him away. He fell to the ground unceremoniously and looked back to see his leader standing between him and Nemesis Prime. Megatron had stumbled back after taking a blaster shot to the chassis. The fusion cannon was raised to the dark clone of the Autobot leader, charging to full power before letting loose the concentrated beam.

Nemesis Prime didn't move out of the way, taking the blast right to the helm. Everything above the shoulders was completely gone, the shoulder plating melted. The body went limp and fell forward, collapsing in the dirt. The remaining Sweeps immediately fled.

Megatron then staggered back and fell. Starscream struggled to get up and moved to his leader's side. Every Cybertronian stared disbelievingly at the hole in the warlord's chassis. Prime quickly motioned for his CMO to examine his former adversary. The Seeker beside him was still in a state of shock. Was that blast meant for him? Did his leader actually save him?

Ratchet looked back at them both with a solemn expression. There was no time to get the silver gun former to a proper medical area, and no way the damage could be fixed with the tools he had. The blast had gone through to Megatron's spark chamber, the Autobot medic said it was a miracle the former gladiator was still functioning now. The two Autobots left the Decepticon leader with his Second, his successor.

"Star…Starscream," Megatron's vocalizer crackled. "They're your responsibility now."

The Seeker knelt beside the gun former. This was all a dream; it had to be. Megatron couldn't, he just could not deactivate like this. Starscream was supposed to be the one to end him, not some Unicron spawn. What was worse was that the silver mech was practically laughing, as if it was all a joke.

"You finally got what you wanted," he was actually laughing now. "And you didn't have to lift a servo."

Megatron was not seriously going to joke about this, was he? Starscream just looked at him, finding himself now wishing this was just a dream and it would be over with soon. Megatron saw the worry on his Second's faceplates. The silver gun former turned away and coughed up energon.

Deep concern was etched on Starscream's faceplates as he rested a blue servo on his leader. Megatron turned back to him with a genuine smile. A black servo rested against the Seeker's cheek. Starscream's other hand took hold of it, continuing to stare at the silver mech before him.

"You can do it," Megatron assured him. "Lead them, as you have always wanted to. I-It's up t-to you to keep the army…together."

Optics flickered as Megatron coughed up more energon before lying on the ground. A smile remained on his faceplates as his optics went dark. The light of his spark could be seen through the wound. It flickered several times before going dark as well. The silver frame went limp, the black servo sliding from Starscream's faceplates.

"Megatron?" Starscream whispered at first. He shook his leader, repeating his name in an attempt to wake him. The others left them like that for what seemed like a cycle. The Seeker stopped trying to rouse the late Decepticon leader. "Don't…Megatron, please. You lazy slagger, get up! You're our leader, you cannot…I don't want it. No-no rule but your own, remember? Take it back. I don't want to…please, sir. Don't leave me, us. I-I'm sorry, please, just…Just stay, I need you to stay. Don't die on me, Lord Megatron!"

Thundercracker and Skywarp tried to move him. Starscream fought to stay with his leader. It had taken about seven mechs to pry him from Megatron's side. Optimus Prime had said something about a burial, that their leader would be honored as a true warrior. What did an Autobot know about honoring a warrior?

Starscream had curled in on himself on the throne, continuing to sob. Thinking about all the things that could have been said. All that time wasted fighting each other. Why did it have to be Megatron? It was supposed to be him, yet his leader took the hit.

The once treacherous Seeker finally had what he wanted. All it took was one of Unicron's spawns; he didn't even have to lift a servo. Now he had leadership of the Decepticons, but he didn't want it anymore.

The new leader would do anything to get the old one back. Why couldn't it have been him instead? The Decepticon army had nothing to do now. Even if they did, no one wanted to. Their morale was nonexistent and it was never coming back. Starscream was the leader of a broken army, and like all of them, he was stuck wallowing in self-pity and self-loathing.

This was all his fault. If he had paid better attention, if he had been stronger, things wouldn't have ended as they did. Starscream was no leader. He would give anything to be second in command again, but that wasn't happening. They lost everything on that fateful solar cycle. Megatron was gone.