Chapter 3

Inside the Decepticon base on Earth, an image of Shockwave came on the main view-screen. Megatron and Soundwave, standing side by side, awaited his report. "The Autobots have fled, mighty Megatron- the conflict here is over," Shockwave informed them.

"Excellent," Megatron boasted. "How many Decepticons are still operational?"

"We suffered little damage," Shockwave answered. "Those who were injured are being tended to, and will be ready to return to duty soon."

Soundwave noted a slight distortion in the video feed, and was concerned about the damage caused to the planet itself.

"Decepticon headquarters was attacked, but is still standing and operating at near full capacity," Shockwave continued. "Iacon fell seconds after the Autobots fled... victory is ours, Megatron!" With that, Shockwave terminated his message, and left Megatron and Soundwave looking at an empty screen.

"This war may be over sooner than I thought, Soundwave," Megatron stated with confidence.


Optimus Prime was present when the shuttle carrying Ultra Magnus and his soldiers arrived. Autobot City was full of raw emotion as the shuttle touched down, half of them glad to see Ultra Magnus and company; the other half angry at the thought of an Autobot retreat.

The metal doors on the shuttle slid open, and the automatic loading ramp was extended. Ultra Magnus was the first to exit the craft. He looked around and saw Optimus standing nearby, and made his way towards him.

"Morale is low, Prime," Magnus informed him with a somber tone. "And I can't say I blame anyone for feeling the way they do. It doesn't look good... not good at all."

Optimus nodded. "Nobody is more upset about losing Cybertron to the Decepticons than I am, Magnus. But if we are to have any chance of winning this war, sacrifices must be made." Optimus began walking away from the shuttle landing area, with Magnus close behind him. "And I have a feeling that more sacrifices are right around the corner."


Mirage kept his eyes on the fuel levels, mentally counting down the minutes before the shuttle would be running on fumes. "I can't believe you're going to risk the lives of everyone aboard just so you can engage in a dogfight!"

"I've heard enough outta you, Mirage!" Ironhide said, slamming his fist against his arm rest. "You're becoming a liability to this mission with your constant bickering over my orders! I am relieving you of your position!" The entire crew fell silent. "Sideswipe, re-direct the engines to your control panel; Beachcomber- escort Mirage to the holding cell."

Sideswipe turned around to face Ironhide, his receivers not wanting to believe what he had just heard. "Ironhide, he's just trying to help us succeed... there's no need..."

"You wanna go with him?" Ironhide barked. "I'm doing what I think is right- I can't have somebody questioning every decision I make on this mission." His tone slowly returned to a normal tone. "Beachcomber, please don't make me ask you again."

Beachcomber slowly got up from his science station, and walked over to Mirage. He placed his hand on Mirage's shoulder. "I'm sorry, Mirage," he said softly.

Mirage casually got to his feet, and patted Beachcomber on his back. "Me too, friend," Mirage said. "Me too."


The situation on the Decepticon shuttle could only be described as overly tense. "Your aim is horrible!" Venom screamed at Blitzwing. "You're not even trying to hit them!"

"We told you what would happen," Blitzwing snapped back. "We won't be able to get a lock on them until we breach the planet's atmosphere."

Venom looked over at Astrotrain, who was beginning to get to his feet. "Get to your station," he ordered. Venom then returned to his command chair and again ordered Blitzwing to increase their speed. "I want us face to face with those Autobots as soon as possible!"

Astrotrain made his way over to his seat, and resumed his controls. Blitzwing started to ask if he was okay, but Astrotrain simply shook his head in a "I'm fine" manner.

"Prepare to enter Noxor's atmosphere," Reflector stated, realizing they had reached the point of entry. "Shields are on full power."


Beachcomber, as ordered, led Mirage down the small walkway just outside of the shuttle's bridge. "This isn't right," he sighed, in his usual deep, relaxed tone. "You were just doing your job."

Mirage nodded. "It's okay, Beachcomber," he said. There was a calm acceptance in his voice, one that helped ease his friend's guilt for what he must do. "You're just following Ironhide's order."

"But with you locked up, we're a man short," Beachcomber reasoned. "And if we're going to engage the Decepticons, we're going to need everyone we have!"

"To tell you the truth, Beachcomber," Mirage started, as they reached the holding cell. "I'd actually prefer to sit this one out."

Beachcomber watched as Mirage walked into the cell, and took a seat on the metal slab attached to the left wall. Beachcomber typed in the proper sequence on the control panel, and sealed the cell with an electronic barrier. "Sometimes I don't think it's worth it," he said.

"What?" Mirage asked, as he began to lay down.

Beachcomber was silent for a moment, but then spoke with conviction. "Wearing this," he said, pointing to his Autobot symbol.

On the bridge, Ironhide had his optics glued to the view-screen. He could feel his body becoming tense with anticipation. Despite being in countless battles with the Decepticons, each new battle brought the same sensations... the same urgency.

Sideswipe kept the shuttle hovered beside one of Noxor's mountains, constantly alert to their level of fuel. "It's getting low," he whispered to himself. "Real low."

Several minutes followed, one right after the other, filled with complete silence. Not one word was uttered. Not a single Autobot moved from their position. If they had been human, their hearts would've been ready to burst.

Then, the calm was over.

"Here they come!" Brawn yelled.

And hell was about to start.


"Come out, come out, wherever you are," Venom said smoothly. "Where are you," he asked to nobody in particular. "Where are you hiding?"

Reflector kept their focus on their console, scanning for any signs of the Autobot's whereabouts.

Astrotrain and Blitzwing kept the shuttle steady, both ready to fire their weapons when ordered. Blitzwing had ceased firing blindly, instead waiting for a definite target.

Reflector turned away from their station, and spoke in their infamous echoed tone. "We've located the Autobot shuttle, commander Venom..."


"They've gotten a lock on us," Brawn announced. "Their weapons are powering up, I'm doing the same!" His fingers ran up and down his control pad, opening all the weapon portals located outside the shuttle.

Ironhide leaned forward in his chair. "No use in playing hide-n-seek if we've already been spotted," he yelled. "Sideswipe, do your thing!"

Sideswipe moved the shuttle away from the mountain, and darted on a path towards the Decepticons. Incoming weapons fire provided a bumpy ride, as Sideswipe did the best he could to dodge the attack. "May I suggest returning fire?" he said, his voice full of panic.

"You heard him, Brawn," Ironhide responded. "Target their shuttle and fire!"


"They're returning fire," Reflector stated.

"I can see that," Venom sneered. "Maintain this course and continue our attack... their shields are no match for our weapons."

Astrotrain took over piloting the Decepticon shuttle, while Blitzwing focused primarily on maintaining the engine's status. The Autobot shuttle continued on their trek towards them, resembling a cosmic game of 'chicken'. "They haven't changed their course," Astrotrain informed Venom. "If we keep going like this, we're going to crash into each other."

"Bah," Venom scoffed. "They don't have the circuitry... maintain and continue!"

The space between the two shuttles began to close, as lasers from both ends filled the gap. Venom had every intention of seeing these Autobots fall, no matter what it took. If that meant flying his shuttle into theirs, then so be it. As long as the mission was a success, nothing else mattered.


Beachcomber had returned to his station, and immediately began watching the distance between the two shuttles dwindle. He couldn't believe what Ironhide was doing. "Are you mad?" he asked, never taking his eyes off of his viewscreen.

"Pipe down!" Ironhide barked. "I know what I'm doing."

Sideswipe felt his grip on the navigational control handle starting to slip. His anxiety had lead to him leaking minute amounts of lubricant. He had 'the sweats'.

Finally, Ironhide revealed his thoughts to the rest of the crew. "On my mark, switch on the braking thrusters and give us a thirty degree increase in altitude," Ironhide felt a sense of relief come over his crew, as they finally realized they weren't going to ram into their oncoming enemy. "That'll shoot us above 'em, they'll race on by, and we'll pick up the chase from behind!"

Brawn found it hard not to smile. "Then we let 'em have it!"

Sideswipe nodded, not taking his eyes off of the main view-screen. "Sounds good," he yelled back. "Sounds real..." Sideswipe abuptly stopped speaking and was silent. He lowered his head for a brief moment, letting out a groan, then turned around and stared at Ironhide. "We're out of fuel!"

"What?" Ironhide roared.

"You heard me, old-timer!" Sideswipe yelled. "We're going down!"


Venom noticed the Autobot's shuttle had a sudden decrease in speed, and began to rock slightly left and right. "What are they doing," he pondered out loud. "Some type of trick?"

"Negative," Reflector informed him. "According to our readings, they have run out of fuel."

"That's too bad," Venom sighed. "Blitzwing, Astrotrain... move us in for the kill."