((I will go ahead and establish for anyone that is becoming irritated by my lack of updates that I have a short attention span, and I am honestly doing my best to develop out my old stories and constantly being harrassed by new stories. Curse you short attention span! Anyway, this story came to mind after I was watching Transformers Prime and thinking about how different it could be if things had or hadn't happen.

Notes: This is a complete retelling of Transformers Prime, with new, diverging plotlines, new characters, a different biology system for the Cybertronians, new backstories and personalities-basically a clean slate. It will involve the Autobots being fugitives and psychotic things, so please turn away if you do not appreciate it. The following chapter is a mini-background for each of the main characters at the moment.

DISCLAIMER: Transformers is not mine. There, I said it. Happy now?))

Prologue: There's Always a Plan...Just not the one you were expecting.

Location: Autobot Prison Space Station Purgatory

The inside of the cell was spacious and nearly spotless, sleek metal bound together so tightly you couldn't see the seams, the only light coming from the bright fluorescent lights overhead. Guards in gray armor stood outside, guns held diagonally over their chests. A nearby sign was etched with NeoCybex runes, reading, Warning! Maximum security cellblock, authorized personnel only!

Behind the red laser bars of the cell, resting on a metal slab, was the only prisoner in this section of the jail. He was tall, nearly 40 to 50 feet, with a silver head, a red optic band in the shape of a V watching the guards attentively. A tank barrel stuck up over his head, arms thick and flat with treads on the outside, hands more like claws, legs thick and sturdy, body wide and painted black, purple, and grayish silver. The mech eased his arms behind his back, propping his feet up, and began to whistle despite the lack of a mouth. His gaze was steady, almost mocking, as he noticed the guards shuffling.

"Will you keep it down in there?" one of the guards finally asked, half-turning, blue optics holding visible irritation.

"Oh, I'm sorry, drama queen," the prisoner gave a slight bow. "Please forgive me, your excellence, for my impertinence before your glory. Whistling is so undignified." The prisoner glanced up and managed an invisible grin. "Singing would be better, don't you think? For he's a jolly good fellow, for he's a jolly good fellow, for he's a jolly good fellow, that nobody can deny! That nobody can deny, that nobody can deny!"

"Just ignore him," the other guard advised as the prisoner delved into another verse of the song. "Talking just antagonizes him."

"What did this tank-glitch even do, that we got stuck watching him?" the first guard fumed.

The second guard shrugged. "Eh, nobody knows. Well if they know, they don't tell us. We get paid to point and shoot, pal, that's it."

"This is the song that never ends," the prisoner changed songs. "Yes it goes on and on my friends."

"Primus," the first guard sighed.

Meanwhile, in the front of the floating space station/prison popularly known as Purgatory, a ship was docked on the side. The mech that entered was primarily blue, red, and white, his blue optics focusing on the black frame of the warden.

"Ultra Magnus," the warden rumbled in a Southern-accented voice, saluting. "Ta what do we owe this honor?"

"At ease, soldier," Magnus replied in a gravelly voice. "I am merely here on a routine inspection."

"Then Ah welcome you here," the warden beckoned to the Autobot leader. "Ah'm Ironhide, this prison's warden. Ah keep the scum in line."

"I am aware of your credentials, Ironhide," Magnus nodded. Ironhide led Magnus down a tight, windowless hall, punching a code into a pad next to a door at the end. The door slid open with a squeak and the two entered. The following room had a long window across from the door, displaying the many cells upon cells that were visible beyond, the prisoners shuffling behind laser bars. Guards walked to and fro, chatting casually with each other and priming their weapons with anticipation. "I am more concerned about the upkeep of this station."

"If you're worrying 'bout escape, don't waste yer breath," Ironhide answered. "This station don't have any ships or usable escape pods, and any escapees are located and restrained within 5 clicks. We have round the clock surveillance, not ta mention we're located in a system far from Cybertron. Even if our prisoners got ta the outside, they'd rust 'fore they could back up their 'Con brothers back on the home planet."

"And the prisoners themselves?" Magnus's optics darted from cell to cell, as though recognizing individual prisoners.

"Most of 'em 'Cons, some Autobot traitors, a few Neutral troublemakers who decided ta tick off the wrong person," Ironhide said. "Only one of 'em's a real problem, and we keep him in max security, under constant watch. We switch out guards every six joors and never lower his restraints. He's got a T-cog blocker and his weapons systems disabled. Still, he'd cause the most problems if he got out."

"Take me to him," Magnus turned.

Ironhide looked a bit taken off guard. "Are you sure, sir? Ah'd rather not visit that glitch-head unless necessary."

"As you have no doubt deduced, this is not a normal visit, Ironhide," Magnus replied. "The last Decepticon attack nearly destroyed our defenses at Iacon, and we're holding Praxus by the protoform of our dentas. Polyhex has already been taken, and it's been causing problems due to their stockpile of weapons. The Council has decided to release certain prisoners if they would be willing to serve our cause. And if this maximum security prisoner could prove to be a valuable asset, then he deserves a chance."

Ironhide grit his dentas even as he led Magnus deeper into the station. "Sir, Ah'm still gonna warn ya 'bout letting this nutjob loose. He's crazier than a Quintesson on a good day."

The two guards standing outside of the cell stiffened when they saw Ironhide, then saluted quickly to Magnus, who nodded. "Thank Primus you're here, sir. The prisoner has been nothing but trouble."

"Moi? Don't know the meaning of the word," the baritone voice denied from inside the cell. "Well well well if it isn't my good friend Ironhide. What brings ya here, Arn-Hahhhd? Here to check on little old me?"

"Actually," Ironhide's optics narrowed at the mockery. "Ah'm here to punch a bit of sense into ya, ya lil—"

"Soldier," Magnus warned, before taking a step forward. "Do you know who I am?"

"A commander with a rod stuck too far up his aft," the prisoner smirked. "If I've met one, I've met a million, and I know your type far too well, Cappy. Do you need something?"

Magnus eyed the mech levelly. "I am here to offer you a chance at freedom. If you choose to join the Autobots, I can pardon you for your crimes, allow you a way out of here. As Autobot Commander, I have the power to do so. Would you accept?"

The prisoner was quiet for some time, hands lanced under his chin in thought. Finally, he sat up, optic band locking onto Magnus like a missile guidance system.

And he began to laugh, something no one had expected. "Freedom?" he finally managed once his laughter had died down. "You're offering me freedom? Seriously? Why not credits, or weapons, or a boatload of femmes? No, freedom is something I have no use for. Not now."

"What do you mean?" Magnus asked, one optic brow rising. "This is your only chance to get out."

"I've located and marked at least 4 critical design flaws in this space station, flaws that you refuse to acknowledge, 3 of which I could easily access with minimal supplies and effort," the prisoner informed him, leaning back, what appeared to be a smug grin on his face. "I am a proud mech, and I don't accept gifts, especially from your kind. Besides, why accept what I can have at any time?" The mech set his arms behind his head, propping his legs up. "No, no, freedom is something I don't need. I am free as you are in this cell. Although, the idea of being an Autobot is promising." He placed a finger to his invisible mouth. "Hmm, give it a few hundred years, and I might be interested. Now, did you need anything else?"

"Ah told ya it'd be a waste of time," Ironhide grumbled. "All this guy does is try ta mess with yer head, get inside it."

"No? Then leave," the prisoner shook his head. "Y'all never come back now, ya hear?"

Magnus started away. "Very well then." He tilted his head, looking back toward the mech. "What is your name, soldier?"

"Why ask?" the mech countered.

"A curiosity,"

The mech's optic band narrowed. "That killed the Cyber-cat, y'know," he muttered. "…It's Orion, by the way."

"Orion," Magnus repeated, before walking out. Ironhide cast the prisoner a bitter look, before following.

Back in his cell, Orion smiled, and casually peeled the paneling off of the nearby wall.

"I believe you had a point, Ironhide," Magnus agreed as Ironhide led him back into the main observation room. "Perhaps these prisoners are too…chaotic to release."

"Orion's the worst of 'em," Ironhide muttered. "Mech's an ex-Con, a tactician. Always has a plan, or that's what they say."

At that moment, the lights above flickered, flashing on and off. "Does that happen often?" Magnus looked up.

"Only when the boys are workin' on maintenance," Ironhide replied. "And Ah don't remember assignin' 'em to it…"

The lights turned off completely, plunging the two into darkness. Outside, alarms shrieked and guards scrambled, shouting, the laser bars failing and security systems shutting down. There were shouts and screams and the sound of gunfire, as well as melee fighting.

"Aw, slag it all ta the Pit," Ironhide growled, before activating his comlink. "Gears, ya read me? Gears, what's happenin' down there?...Gears? Gears?" He turned off the link. "Grr, blasted interference. Ah can't reach anyone."

"Could this be intentional?" Magnus asked, drawing his hammer out of subspace even as Ironhide released his blasters. "A breakout, perhaps?"

"A pretty sloppy one if it is," Ironhide replied, making his way to the main cellblock. "May be a power failure. Ah'll have ta talk ta the boys in maintenance 'bout working on it." Even as the two reached the block, the power was already coming back on, the guards managing to push the frantic prisoners back. With the exception of 6 dead guards, 2 injured guards, and about 17 dead/injured prisoners, everything was alright. "Huh. Musta not been that bad."

"Sir!" a voice shouted, borderline panic, as a guard ran up to Ironhide, panting. "S-sir! I went to check on our max security section, and, uhm, it's Orion, sir. He's loose."

"Aw leakin' lubricants," Ironhide marched toward the guard, cursing up a storm.

"It-It looked like he disabled the power from inside his cell," the guard continued, following the warden and Autobot CO. "He was able to pry away a wall panel and tamper with an electrical line. We've managed to seal it together, but we can't pick up Orion's energy signature anywhere, and he's not on video."

"Double check the readings! He couldn'ta gone out for a fragging walk!" Ironhide snapped.

"Where is my ship?" Magnus's voice caused Ironhide to look up. The cruiser which would've been visible from the nearby window was gone, the airlock having recently been opened. Lying on the floor in front of the door was a datapad, screen glowing.

"Oh frag," Ironhide realized. Magnus approached the door and picked up the datapad, glancing over it. He smiled slightly.

"Perhaps I was wrong about him," he admitted, handing the datapad to Ironhide. "He would've made a fine Autobot."

Ironhide took the datapad and looked at it.

Dear Rod-up-the-Aft Autobot Commish,

Sorry I shot down your appeal. Let me put it this way: if I accepted, then it would result in a long, awkward ship ride, a boatload of paperwork, and you sticking me in some random obscure base to be a desk-bound pencil-pusher. No thank you. I would rather make something of myself. I've long since severed my ties from the Decepticon cause and, now that I'm free, I think I'll get together my own squad to wage our battle to destroy the 'Cons. I've also been reviewing Autobot military protocol and I think I'm promoting myself. I'd rather not be a Prime (too much power), and Major sounds stupid, so I'll pick the middle option. I don't really care if you approve or not, but I thought I'd tell.

If you manage to find me, I'm afraid I won't come easily, and I will more than likely kill you, allegiance be slagged. I hope that you'll respect my wishes to be free. After all, freedom should be the right of all sentient beings, don't you think? BTW, tell Ironhide to suck it.

Sincerely,

Orion Pax

P.S.- I stole your ship. Hope you had insurance.

P.P.S- If I've said it once, I've said it a million times:

I love it when a plan comes together.

Location: Kaon Prison, Decepticon capitol Kaon

"No, please, please let me go," one of the prisoners begged as he was roughly hauled from his cell, shivering in his restraints. "I'm innocent, I tell you, innocent!"

"Eh, does it look like I care?" the 'Con guard muttered boredly, pushing the prisoner into a line with several others. A bunch of other guards snickered and one kicked the weakling prisoner in the aft, causing him to fall nearly facefirst onto the grimy metal floor.

"Spare me this mockery of justice," another prisoner said boldly, head raised high.

"Who said anything about justice?" the first guard grinned, placing his shotgun against the back of the mech's head and pulling the trigger. The mech's brain module and processor-parts went flying, the guard's arm and any neighboring mechs being coated in Energon. The body fell to the ground, shackles fizzling out. "Take Ol' Headless here to the Grinder, and inform Soundwave that our prisoner count is about to decrease a bit."

"Ooh, we get to see Soundwave again?" One of the prisoners in the firing line asked hopefully, scooting forward on his knees. He was young, paint primarily yellow with black highlights, blue optics large and doorwings pointed straight up. His mouth was curved into a crooked, audio-to-audio smile and he canted his head, smile never wavering. "Because I love Sounders. His music therapy is the best. Plus he's so compassionate, and caring, and he really listens."

"Shut up," one of the guards snarled, kicking the mech in the face. He reeled back before straightening back up, optics full of steel now. He spat out a glob of Energon.

"That hurt," he muttered. "I swear, 'Con, when I get outta these restraints, it'll be Pit to pay."

"Yeah yeah, spare me the death threats, nutjob," the guard waved a hand, before reloading the shotgun. "You're next anyway. Hope you enjoy the Great Smelter below."

"Think they'll have a hot oil tub?" the mech asked, cheerful. "Ooh, ooh, and a mini-bar! That'll be fun!" He suddenly shook his head. "Bumblebee, shut up. He means the Pit and he's about to kill us." The mech frowned. "Well that doesn't sound like much fun." The mech nodded. "You're right, 'Bee, it doesn't. Say, would you say this guard looks fun?"

Bumblebee's optics scanned the guard and he shrugged. "Eh, not really." He then smiled. "Well do you wanna make 'em fun?" 'Bee thought, before beaming. "Well of course! My middle name's fun." The mech's smile was now sly. "Then let's do it."

Without warning, the mech surged upward, ramming his head directly into the mech's and sending him staggering back. He managed to shatter the restraints on the guard's armor and, with a victorious cry of "Shotgun!", he grabbed said gun, cocking it and aiming it at the guard in question. "Sayonara, slag-sucker." He pulled the trigger and the guard dropped. Then, spinning on his heel, the mech shot another guard, sending him falling as well. The last guard fumbled for his pistol, only to have the shotgun's barrel slam against his faceplate. He stumbled, gripping his leaking faceplate, and was immediately grabbed by the collar of his armor and nearly yanked off his feet.

"Exit. Directions. Now," the mech threatened. "Or I can have my brother here blow your processors out. He's quite good at it." Bumblebee grinned. "Why thank you Goldy." The mech then scowled. "Don't call me Goldy."

"L-Let me go, you freak!" the guard managed. His effort of bravado quickly turned into a howl of pain as the mech unsubspaced a knife and drew it across the guard's optic, Energon welling up in beads. "It's down the hall, take a left at the nearest Energon dispenser, then two rights. There-There's a dropship."

"Much obliged," the mech nodded before slitting the guard's fuel lines and dropping him. He tossed the knife up into the air, caught it by the handle, and subspaced it. The mech then clapped his hands and turned to the group of astonished bound prisoners. "Right then; who here can fly a dropship?"

The prisoners all stared, stunned into silence, until one stood. "I can," he nodded.

The mech approached him, slashing his restraints off with the knife. He then bent, picked up the shotgun, and tossed it to the prisoner, who caught it with ease. "Follow me, and don't lag behind. I won't stop for you." The mech then ran toward the nearby hall, the prisoner following.

"So do you have a name, or do I call you Two-Face?" the prisoner asked jokingly.

"Name's Goldbug," the mech responded, hooking a left. "Bro's Bumblebee." Bumblebee gave a slight wave. "Hi there." Goldbug then said, "It's a split-personality thing, long story. You got a name?"

The red mech easily kept pace as they turned on the first right. "Name's Cliffjumper. I take it you're not a normal 'Bot? Err, no offense."

"None taken," Goldbug shook his head. "I'm Special Ops. Infiltration, spying, hacking—you name it. I was impersonating a high-ranked official when my bro here screwed it up." Bumblebee pouted. "Aw, how many times do I have to say I'm sorry before you'll forgive me, Goldy?" Goldbug glared at thin air. "Don't call me that, 'Bee. And do you have a reason for being here, or is it the standard story?"

"Crashed a dropship into Megatron's fortress," Cliffjumper replied. "Let's just say it was a mission gone wrong and leave it at that."

"Heh," Goldbug chuckled slightly. "I think I might like you, Cliff." The two turned the final right and were faced with a hangar—and the 15 to 20 Vehicons guarding it. "Can you fight as well as fly?"

Cliffjumper smirked, reloading the shotgun and raising it. "If they want the horns, they just got 'em."

Bumblebee nodded. "'Kay then. Party time!" The split-personality-mech immediately charged the 'Cons with a resounding cheer, drawing wicked duel scimitars out of subspace. The first 'Con had his blaster arm severed before he could fire, the buildup of energy backlashing to send him collapsing. A second earned a blade through the spark, his body lifted up and thrown to cause his comrade to collapse. While the third was busy pushing the body off of him, the fourth fired at 'Bee/Bug, only to have the shot deflected off of the blade. The fourth fell from a sword impaled in his head, right as the third managed to free himself. The third charged Bee/Bug, blaster charging, and was immediately beheaded. The remaining Vehicons backed away. Bee/Bug grinned, a battle mask snapping over his face. "Who's next?"

"What am I, beryllium baloney?" Cliffjumper asked, running to his side. He swung the shotgun baseball-bat-style, the fifth Vehicon reeling as he was hit. The sixth's head was blown apart by the blast and the seventh caught some of the shot, and immediately had his helm bashed in by the weapon. Cliffjumper tossed the shotgun aside, unsubspacing a lean gray cannon. "Fire in the hole!" he announced, aiming the cannon. The shot hit the eighth, ninth, and tenth, and they all cried out in pain as strong armor became as brittle as glass, and shattered at the slightest motion.

"Glass gas cannon," Cliffjumper answered Bee/Bug's unspoken question.

"Nice," Goldbug complimented, retrieving his thrown sword and cutting eleventh's head in half. "But I say cesium salami."

"Beryllium baloney," Cliffjumper corrected, his pistol decimating the eighth, ninth, and tenth's weak armor, and catching the twelfth in the shoulder.

"Cesium salami," Goldbug insisted, finishing off twelfth and taking off thirteenth and fourteenth's head in a single swing.

"Beryllium baloney!" Cliffjumper finished off the final mech and turned, ignoring the amount of bodies behind him.

"I say…beryllium baloney," Bumblebee decided. Cliff grinned and Goldbug scowled. "Hey, whose side are you on?" 'Bee flinched. "Hehe, sorry." Goldbug shook his head. "Are you sure you can fly one of these?"

Cliffjumper approached the nearest dropship, a silver ship with a patchwork of scars across its hull and a faded Decepticon symbol near the tail. "Hello beautiful," he murmured, brushing the metal, before pressing a button. The door opened and he hopped inside, headed for the tiny cockpit. He dropped into the seat with a grunt and flicked a few switches, before punching a big red button. The dropship's engine thrummed to life and Cliff ventilated deeply. "Yeah, that's it, darling. I'm here. Come back to me." He turned in his seat. "Oh yeah, GB, I could fly one of these in my recharge. Hop in."

Bumblebee/Goldbug climbed inside, closing the door and looking about. Besides the cockpit and internal area, there was a small storage area near the back and a gun turret to the side. "Can it get us out of here?"

"Abso-fragging-lutely," Cliffjumper grinned, before hitting a few buttons and wrapping both hands around the controls. "Hang on. The takeoff is always a bit bumpy."

Without warning, the dropship shot forward like a bullet from a gun, the side of it scraping a nearby wall. It dipped down, dragged across the floor with a hideous shriek of metal on metal, rose back up, clipped another dropship's wing, nearly scratched the ceiling, and zoomed out of the exit of the hangar, an exhilarated, "Wahoo!" escaping Cliffjumper's vocalizer. Goldbug was holding onto the floor for dear life, armor pale.

"You call that bumpy?" Goldbug muttered, standing. "I thought it was awesome!" 'Bee added. "Oh, you would."

Cliffjumper laughed. "Relax. The fun's just started." He hit the autopilot button and leaned back in his seat, grinning smugly. "Y'know, GB, I think this is the beginning of a beautiful friendship."

Location: City of Tarn Prison, Neutral Stronghold Tarn

"Now this, I must admit, is a wonderful sight to behold," the femme's optics darted upward sharply at the hated voice ringing about the room, crystalline optics narrowing into deadly slivers. The glitch across from her was smiling, smug, purple hexagonal optics dancing with joy, ecstasy practically flowing through her lines. "To see the valiant defender of Kalis strung up like the animal she is, awaiting the death she deserves. It almost brings satisfaction to my ember."

"If you had one," the femme on the wall growled, voice hoarse and raspy.

"I think you're confusing me with my employer," the glitch laughed, grin still in place. "Don't worry, he'll be here soon. And then you won't have to worry about if your precious comrades survived or not. But I'll be sure to tell Tailgate hi for you, once his carcass is dragged in."

The femme bared her teeth, straining against the cuffs pinning her arms. "Why you sadistic little—"

"You flatter me," the glitch grinned. "Your threats don't frighten me, I believe you know that. But, by all means, continue to spout off your meaningless rants."

"When I get out of here," the femme uttered in a low tone, "Unicron have mercy on you."

"That's the best one yet," the glitch commented, idly examining a hand. "Really creative and ominous. I think I'll have to use it eventually."

"Please refrain from taunting the prisoner," the monotone voice had the glitch turning to face the mech entering. He was bulky, painted a dark purple and black, with ear finials rising up on each side of his head and a massive gun replacing one of his hands. However, the most intimidating aspect of him was the single, boring red optic in the middle of his head. "We require her intact for the experiments. I would prefer it if you were not present during my work."

"As you wish, Shockwave," the glitch nodded. "Though, I do have a request." The mono-opticed mech gave her an even, though unnerving, stare. "When the time comes for her to die, I wish to inflict the final blow, if only to cement my place amongst the Decepticons."

"It is doubtful that she will survive the procedure," Shockwave informed her. "But should that unlikely option be presented, you will be allowed to fulfill your illogical request. Now, please depart from here."

The glitch smirked one last time, before sauntering out the door. Shockwave moved to a nearby computer terminal, typing in a command with his free hand. A berth rose up out of the ground and the cyclops undid the femme's restraints. Before she could move, one hand wrapped around her head and tossed her roughly to the berth. She found herself pinned again, and let out a hiss of frustration.

"What are you planning on doing to me?" she demanded. Shockwave didn't answer, instead continuing to type. "Hey, are you in there? Were you going to answer me or what?"

"That is none of your concern," 'Wave dismissed her, "and be silent. I must take this." A call waiting screen was visible on the monitor. The cyclops turned to the side and began to transform, shrinking down into a much smaller blue and gray mech with an actual face, optics blue. The screen fizzled into a mech's face. "How may I help you, Ultra Magnus?"

"Ah, Longarm," the Autobot Commander greeted him. "I take it the Decepticon surveillance project is going well?"

"Most excellent, Magnus," Shockwave nodded. "I am learning more each day. It appears as though the Gestalt Project has already been completed, unfortunately, though Project Trypticon has yet to be initiated."

"Hmm," Magnus murmured to himself. "Do you have any indication as to where the latter will take place?"

"Altihex is the best suspect, sir," Shockwave replied. "It is a well-known Decepticon fortress and would be easily convertible with a few modifications."

"Thank you. I will post further security detail in the area. Anything else?"

"Nothing of importance,"

"Keep up the fine work, Longarm. Ultra Magnus out," And the screen went black.

Shockwave transformed, turning back to the femme. "Longarm out," he spoke in his monotone.

The femme, for one, had been stunned speechless through the whole conversation. "Why am I not surprised that the Decepticons have a spy in the neutral stronghold?" she muttered. "I never thought it would be an Autobot confidant either. Do anything else in your spare time, Shockers? Operate a drug ring? Sell high-grade?" No response was given and Shockwave moved away from the computer to a nearby table. He picked up a buzzsaw, contemplating it, before setting it down. After digging around for a bit, he returned with a small tentacled device vaguely reminiscent of a phase shifter. A clear, deflated bulb sat on the end and an opening was positioned between the tentacles.

"Open," he told her.

"Yeah, I don't thin—mmph!" Without warning, Shockwave reached over, pulled the femme's mouth open, and shoved the device down her throat. Even while she gagged, the device was coming to life, sliding down her throat, its tentacles flailing. Optics widened, she tried to roll to her side, to wretch, to force it out, but Shockwave held her mouth closed, watching patiently.

Oh dear Primus, she felt it, inside of her. It touched her fuel pump. She felt said bio-mechanism kick into overdrive and she attempted to flail, not caring what she damaged in the process, only that by Primus, get it out, get it out.

Tentacles wrapped around the metallic-glass casing in her chest and she froze. The device seemed to move with a purpose now, sliding open the door to her ember and leeching in, pushing its way into the most private part of her body.

The next moments were a blur of pain and confusion and darkness, and above it all, in a moment of extreme ludicrousness, a biological lesson flashed into her processor, spoken vorns upon vorns ago.

Aside from the processor, there are two very important and vital parts to a Cybertronian's biology. Can anyone name what they are?...Yes, that's correct—the fuel pump and the ember. The fuel pump, as its name clearly states, is the bio-mechanism that pumps Energon throughout our bodies, allowing us to live, and it goes without question that to lose a fuel pump is to be condemned to death. However, an ember is a more unusual bio-mech, with a much deeper purpose. An ember is a Cybertronian's soul, so to speak, their very thoughts, memories, emotions wrapped up in such a delicate package, the bio-mech allowing us to form bonds and bear sparklings and so many other amazing acts. It is for this reason that oxygen is a vital element to Cybertronian life, if only to keep our embers going, to swell the dying flames within all of us…sorry. I suppose I got a bit philosophical on all of you. But…to lose an ember-

To lose an ember is a fate worse than death.

The pain was fading and, with a final shudder, the device forced itself out of Arcee's now-gaping mouth. The deflated bulb had expanded, a small yellow-orange light held in its center. Shockwave picked it up gingerly, expression impassive as he moved the ember away, carting it off to deposit it in a storage container.

"I must commend you, for your contribution to the Decepticon cause," Shockwave said. "I am certain that study of this intact ember will prove to be intriguing to Lord Megatron. And I am certain that I can allow Airachnid to eliminate you, now that you are no longer of use."

His words didn't ring in her processor. She tried to speak, but no words came out. She should've felt anger, hatred, fear, a combination of all three.

Instead, she didn't feel anything. It was all empty. Gone.

Hollow.

Location: The border of the Autobot-controlled Praxus and the Decepticon-controlled Gygax

Ratchet woke up on the floor. Groaning, the medic sat up, rubbing his head. He'd fallen off his berth…must've been the nightmares. His internal chronometer read it to be about 12:37 in the morning. Ratchet stood, sighing, and stretched, before stumbling out of his room in a half-asleep daze. Oh well. Back to work.

Upon entering the main room, it was chaos. Medics and assistants were shouting at each other, carting in mech after femme after mech again, all lying flat on berths, missing limbs, gaping holes, wound after wound after wound. Ratchet felt a lump lodge in his throat at the sight of a sparkling, not even 5 vorns old yet, lying still on a berth, deathly pale, a hole cut into his throat. It was a massacre out there, barely trained Autobot soldiers thrown at well-experienced Decepticon soldiers, gunned down in mere minutes, few able to let out a single shot. Taking in a deep vent, the medic moved into the throng.

"Step aside, step aside, move, get out of the way," he growled gruffly to those who got in his way. "First Aid, give me some good news."

His assistant gulped, fidgeting. The Protectobot was barely 20 vorns old, him and his gestalt assigned at Gygax to assist in the fight. "I don't have any, sir. Red Alert shipped a Wrecker our way."

"A Wrecker?" Ratchet frowned. "This far out?"

"Yessir," Aid nodded. "She's critical, looks like an explosion-based wound…grenade, maybe."

"Did you put her through decontamination?" Ratchet's medical expertise kicked through the fog of recharge. "To make sure the wound didn't get infected or that she didn't transfer any communicable viruses?"

"Of-Of course," First Aid nodded again, a bit taken aback by Ratchet's brisk questions. "She's in a nearby room. I put in an IV, to make sure she wouldn't suffer Energon loss."

"Good thinking," Ratchet applauded, following his apprentice into the side room mentioned. The femme was lying flat on her back on the berth, frame charred and blackened, armor crumbling, lines in her leg exposed, blue Energon pushing through. Her midsection had been blown open, a thin metal plate the only thing keeping her fuel tanks covered, the edge of her chest plate having been clipped as well. One arm had been severed at the shoulder, as though she had tried to stop the explosion when it happened. A blast mask covered her mouth, optics dimmed.

"She's in stasis," Aid said hurriedly. "I wasn't sure what else to do, other than insert the line and cover her fuel tanks."

"Right," Ratchet managed to keep the shock out of his voice. "We'll need to clean any shrapnel out of her system, make sure her fuel pump and tanks are intact and that she's not purging or refusing Energon, as that could indicate internal damage. We'll also have to make sure there's no ember damage or anything of the sort." Ratchet approached the femme. "Let's get to work then."

He removed the thin metal plate, exposed with pulsing fuel tanks, the side of which had a glaring piece of shrapnel stabbing out. Ratchet transformed one hand into a welder, before pulling the metal out. The Energon that trickled out was a sickly yellow-green and watered down, clearly rotten. It sickened Ratchet to his fuel tanks to think all the Wreckers had had available was such crippling fuel. He wiped away the contaminated Energon and welded the cut shut. Working to repair her midsection, he soldered wires back together, double checked circuits and boards, before covering her fuel tanks with a thick piece of armor, welding it into place. Her midsection and tanks handled, he moved to open her chest armor, despite Aid flinching minutely. He was young; he'd have to learn that a femme's ember wasn't that big a deal when it came to medics, not when lives were on the—by the AllFlame.

"What?" Aid noticed his pause and came closer. "What is it?"

"Go get Red Alert, have her report in here immediately," Ratchet said in a breathless tone. "Tell her to prepare for delicate surgery, and that we have a major problem."

"Ri-Right," First Aid backed up, before racing out of the room. Moments later, he returned with a red and white femme, her look impatient.

"What is it, Ratchet?" she demanded. "I have sick patients in the other room, and I don't need to be called in here on a fool's-"

"Just shut up and look," Ratchet interrupted, gesturing toward the femme. Red Alert leaned in, mouth open to speak—

-And it quickly snapped shut again. The unconscious femme's ember casing had swelled, a tiny form curled up in a fetal position visible against the bright glow of her ember. "She's carrying," Red Alert breathed.

"Indeed," Ratchet nodded. "And she's injured. Her Energon's contaminated—she's not strong enough to carry it any longer."

"It can't be older than 6 orbital cycles, Ratchet," Red Alert whispered urgently. "Total gestation is 14, you know that. If we take the sparkling out now, it could die."

"If we don't, it will die," Ratchet emphasized. "Red, we are dealing with a life-threatening situation in here. If a similar situation is occurring in your room, then by all means, leave. But if not…"

Red hesitated, before sighing. "Alright, I'll help. Stay by my side, and make sure the femme is in full stasis. If she wakes up during this operation, it's all over."

Ratchet felt totally helpless assigned to a mediocre assistant position. He made sure the femme was in stasis, double-checked the IV and his repairs, double-checked the equipment, paced the room as though it were his own sparkling. First Aid watched, wide-opticed. Not once did Red Alert indicate she needed Ratchet's help, and the medic knew that trying to interfere would only have her snap at him. So he stayed where he was, letting Red work.

After at least a joor, and several breems, a slight, weak cry came from Red Alert's arms. Breathing a sigh of relief, Red stood. Held in her arms was a soft gunmetal gray sparkling, undersized, two thick ear finials sticking out on either side of his head. With every cry the ear finials would blink a bright blue. The sparkling curled up against Red's chest, shivering, before his body was racked by a cough.

"He's undersized and weak, that's to be expected," Red murmured softly, handing the sparkling to Ratchet. Ratchet took the sparkling carefully. Upon leaving Red Alert, the sparkling screamed, flailing against Ratchet's armor and reaching back for Red, no doubt associating her as his creator.

"Easy, easy," Ratchet assured the sparkling in a soft voice. "It's alright…it's okay…" he rocked the sparkling in his arms, which only made it scream louder, slamming his fists against Ratchet's chest armor.

"Don't…know much about kids…do you?" a croaking voice made all pause. The femme had woken up, optics glimmering with humor. "S'allright…I don't either."

"It's going to be alright," Red assured her. "We're going to repair you. You'll be alright."

The femme smiled under her battle mask, trying to prop up, only to sink back down with a devastating cough. "I'm a scientist…I don't believe in fairy tales." Her optics met Ratchet's evenly. "Take care of him for me, will you? You seem trustworthy." The femme grunted, smiling, before lying her head back down. Red Alert bent to her side quickly, only to stand back up and shake her head, optics closed. First Aid looked away and Ratchet's gaze flickered to the sparkling in his arms. The undersized, premature sparkling that was staring up at him with annoyance, near hate, a spark of defiance in his optics that established right then and there that, just because he was weak, just because he was helpless and weak and defective, he wouldn't back down. He would stand strong, fearless, and he wouldn't give up.

For that, at least, Ratchet could be appreciative.

Location: The middle of the Sea of Rust, Outpost A-1

The dropship slowed to a halt. "This is a far as I can take you," the mech in the cockpit announced to his passenger. "At least until the rust storm clears up. Are you sure you don't want to wait?"

"Nah, I'm fine," the bulky green mech in the back shook his head. "Grew up on the border of the Sea of Rust—I'm used to the storms."

"Okay then," the mech allowed the door to slide open and the green mech hopped out, landing on a metal outcropping, dust kicked up in his wake. "Good luck then buddy." The dropship rose, twin engines powering up, and it took off, racing back into an indigo sky. The green mech watched it go, before sighing and slowly beginning to climb down the outcropping.

Of course, fresh out of the military academy, he would have to be shipped off to some rinky-dink outpost in the middle of the Sea of Rust. What was there to observe in the Sea of Rust anyway, besides rusty corpses and nanomites? The tiny flies seemed to swarm around his head, and he waved a hand irritably to drive them off, tiny legs brushing against his optics and faceplate. The wind above howled, blowing stinging sand and dirt and rust particles into his face and intakes. This was turning out to be quite the storm. He'd have to find shelter before it caused extreme damage.

Luckily, the extensive catacombs below provided the answer, and the mech dropped down the entrance with a grunt. Activating a side light, he continued forward, feet sloshing up puddles of black slimy liquid. "Man this place is creepy," he shuddered, noticing a reddish-orange-swathed body in a near corner, nanomites flitting about it. Cyber-beetles were also prominent, scuttling along the ceilings and floors away from his feet. The mech pushed on, internal GPS guiding him to his destination. He hoped they had washracks there…

His thoughts were interrupted by his foot sinking into something. "Ew," the mech stepped back, trying to shake the green gunk off. It refused to budge and was starting to cake. "What is this stuff?" It was dripping down the walls, he noted, forming puddles all along the floor. He made care to step around it, noting the odd slime-covered bulges affixed to the walls, and the buzzing that was steadily picking up sound. "Aw great. What horror did Sideswipe drop me into now?"

That was before a purple and black creature flew toward him, mandibles clacking, a hideous shriek emerging from the nightmarish creature. The mech, squeaking, ducked, allowing it to fly over his head. He spun on his heel, blaster out, and the flying monster was peppered with laser fire. It landed roughly before rising up onto all six spindly legs and turning around, hissing. The mech backed up into another puddle of slime, second blaster drawn.

The creature stepped forward, liquid dripping off of its sharpened fangs, only to have laser fire puncture through its armor, multiple shots hitting the metal insect. It gagged and collapsed, into its death-throes.

"I hope that was the only one," the mech muttered to himself, only to pause at more buzzing. "Oh sc-" Upon turning, he finished, "-slag!". He immediately began running in the opposite direction as fast as his short legs would carry him, a whole Insecticon hoarde on his heels. He turned a corner, ran through a whole mass of eggs, punched through a crusted-over wall, peeled back webbing, and ducked into a tiny crevice, fuel pump hammering as the Insecticons buzzed past, their target lost. Breathing a sigh of relief and taking in several vents, Bulkhead inched down the crevice, noting a longer hallway to the side. Squeezing into a tinier crevice, he moved along, only to come to a metal door at the end.

"Well," he shrugged, still panting to himself. "It's as good as anything else." He opened the door, started to step in…and screamed when his feet were pulled out from under him and he began to slide down the positioned chute. He heard the door behind him close and lock, an alarm blaring from nearby. He slid down the darkened chute for what seemed like several joors, before he was deposited in a brightly lit room, landing aft first.

"…Ow," he groaned, starting to sit up…and pausing. A tank barrel was aimed right at his face and he was surrounded, every 'bot wielding a gun. The mech before him was a Vehicon clone, a tankformer, V optics impassive.

"Huh," the Vehicon muttered. "I thought he'd be…bigger. Alright, fattie, I've got three questions for you." The clone shoved his face into the mech's. "If you answer them nicely, I might reconsider blowing your head off. Now, who are you, what are you doing here, and how did you get here?"

"My n-name's Bulkhead," he managed to stutter, both frightened and slightly offended. "I was commissioned here by Ultra Magnus. T-To join your squad. A dropship dropped me off here."

Bulkhead realized how he must look: a youngling barely out of school, covered in green gunk and pieces of egg, having had a near-death experience.

The tankformer pulled his barrel back. "Sounds legit to me," he nodded.

"He could be lying," a red and white mech offered, clearly a medic.

"He walked what would've been fifty miles through an Insecticon hoarde," the tankformer shot back. "He's either our new guy or he's a really dedicated spy." The tankformer offered a hand and Bulkhead took it, being pulled to his feet. "Welcome to the base, kid. Name's Orion Pax. I think you're gonna like it here…"

((Is it bad to say that I absolutely love the no-holds-bar, ruthless, bad-aft Orion Pax? He's so awesome it makes my head explode. More things will be explained in the next chapter, when our team makes their way to Earth. Stay tuned.))