Normally Lieutenant Briley Andrews of NEST would have enjoyed seeing Shanghai but today was not the day sightsee. Today she and the rest of NEST were here on a mission. Ironhide, Sideswipe, Mudflap and Skids, Arcee, Ratchet, and Optimus were gathered around in the shadows with NEST soldiers including Lennox and Epps, all well hidden. Briley, Summer, Carter, and Kinsey were all slouched outside in civilian clothes looking like any other set of teens from any part of the industrial rich Shanghai who were trapped here until the Chinese government lifted the alert and allowed flights to take off again. "Target acquired," Briley said softly, eyes focused on a silver car flying past her. She had an earpiece in that allowed her to be connected to the rest of the NEST team without being obvious.

"I copy Andrews," Lennox said, his voice whispering backed by static in her ear. "Hold your position." Briley did, her whole mind screaming for her to take action as the car skidded and spun to transform in front of her. Jazz, who was somehow her sparkmate for a reason possibly connected to the necklace that could be a piece of the All Spark that she had yet to mention to the Autobots, had been greatly opposed to Briley taking part in this plan without him there. He had shut up when Briley had pointed out that she could take care of herself but now she was beginning to regret saying that.

The silver Decepticon towered over her, staring at her almost curiously. "Why don't you run fleshling?" it asked. "You are trapped after all and if you think this is some bad dream you're sadly mistaken."

"Oh I know it isn't a dream," Briley said coolly. "And I'm far from trapped. In fact you're the one who is trapped." That was when the silver figure seemed to realize something was wrong. It transformed and sped away, Arcee and the twins taking off after him.

"Let me go after him," Sideswipe pleaded over the communication link. "I can catch him. I know I can."

"Patience Sideswipe," Ironhide rumbled as Briley rolled her eyes and stood up straight, signalling Kinsey, Carter, and Summer over to her. It was when Ironhide and Lennox set Sideswipe lose that Briley's necklace began to pulse. She had learned by now not to ignore the necklace.

"When I tell you all to run do it," Briley said softly.

"What?" Kinsey asked, looking confused.

"Do you trust me," Briley shot back.

"Of course," Kinsey said, looking offended that her cousin would even suggested the contrary.

"Then run," Briley snapped. None of them hesitated in taking off. The Decepticon rounded the corner just as the dove around another one. It slammed on its brakes but missed the corner and slammed into a wall.

"Jesus," Carter said and Summer snickered at the sound of a normally good Christian pull the Lord's name out of nowhere. "Jazz is going to kill someone," Carter continued. "I don't know who but he's going to kill someone."

"Or at least be royally pissed," Summer chimed in.

"Consider that later," Briley said rapidly, eyes fixed on the recovering 'Con before them. "Run."

"Crap," was all that Kinsey said before they were off again and things began heading way south.


Author's Note: So this takes place starting right at the beginning of Rise of the Fallen and goes from there with a few modifications. I own nothing but my OCs