A common saying aboard the Nemesis was that news tended to travel "at the speed of Skywarp," and today was no exception to that rule. Even before Maleficent left Hook's lab, striding alongside Megatron with her head held high as if she were the rightful ruler of the Decepticons instead of him, the entire ship was abuzz with the news that they had a powerful guest in their midst. How long she would be staying – and just what her presence would mean to the Decepticons as a whole – was still the source of much conjecture, and already rumors were flying like crazy.

At the moment the Stunticons were gathered in the rec room, refueling and discussing what they knew about the dark fae… which admittedly wasn't much. That didn't stop them from speculating, however.

"This is it," Dead End muttered, leaving off buffing the plating on his arm and inspecting it for imperfections. "Just as I suspected. Megatron's obsession with the unnatural and powerful has finally brought our doom upon us."

"You say that all the time," grumped Motormaster, looking up from his energon cube. "About the Combaticons joining us, about that fraggin' Pearl of Bahoudin we dug up, even about that Nightbird whatever-she-was. And we're still alive after all that, so what's to say this fairy chick's gonna kill us all?"

"Just wait and see," Dead End replied, polishing his other arm now. "Maleficent will prove to be all our dooms. It's only a matter of time before she uses her powers to corrupt our sparks beyond repair or turn us all into retrorats or whatever sorcery she feels like committing."

"D'ja here what she did to Skywarp?" laughed Dragstrip. "Finally shut him up good! Thought nothin' could do that short of ripping his vocalizer clean out…"

"If she can do that, what else can she do?" fretted Breakdown. "She could rearrange our internal components with a single glance, or even fuse our bodies into a solid piece. Slag, she could turn us into filthy organics with a blink of her optic! I'm with Dead End on this – she's dangerous!"

"She doesn't have optics, ya dolt," Motormaster growled. "And she ain't gonna do squat to us. She's on our side."

"For now," Dead End said darkly. "Until Megatron double-crosses her and we make a powerful enemy… one we have no hope of being able to fight."

"Oh, stop your moping, Mr. Depresso," Dragstrip snapped.

Motormaster turned to glare at Wildrider, and his scowl deepened upon seeing the gray Ferrari staring off into space, a dreamy look on his faceplate. The psychotic mech was deep in thought, and that always spelled trouble in his book. He reached over and socked Wildrider in the shoulder, expecting a squeal of anger and a flurry of fists in return, but all he got in return was a confused stare.

"You're too quiet," Motormaster grumbled. "What the frag are you thinking about?"

Wildrider stared at him blankly a moment, then grinned. "She's pretty."

Motormaster raised an optic ridge. "Primus help me, you have a crush on her? Someone take me out and shoot me…"

"What, she is!" Wildrider protested. "And she's got awesome powers! She could probably level a whole city block by blinking! That's, like, my dream femme right there!"

"You can't hook up with a femme you just met!" Dragstrip told him. "Besides, she's not even our species! How sick are you?"

"If she's truly magical in nature, she could probably change her shape," Thundercracker put in, walking up at that moment. "Fae have been known to shapeshift on occasion."

"Who asked you to butt in on our conversation?" snapped Motormaster.

"I'm just making a point," Thundercracker replied. "She could probably take on the attributes of any species she wanted – even Cybertronian. Unless she's the sort of fae who's weak against iron…"

"How do you know so much about fairies, TC?" Skywarp asked, flopping into a chair nearby. "Here you make fun of me for watching CSI but you read fairy tales?"

"Drop dead," Thundercracker huffed. "I read mythology books. There's a difference. It's amazing what you can learn about humans by studying their mythology."

"Except this Malodorous chick ain't mythological," Motormaster pointed out. "Still… what's this about iron?"

Thundercracker shrugged. "Certain things are supposed to be harmful to fae. Iron, silver, salt, consecrated ground, that kind of thing."

"She's surrounded by freaking metal and hasn't shown any ill effects," Skywarp pointed out. "I'm gonna guess she's just fine with iron."

"Still, the other bits are interesting," Dead End noted. "Salt, you say… and our base is surrounded by salt water. Perhaps we have ways of postponing the inevitable after all. Or perhaps salt is useless as well as iron and we're doomed anyhow…"

"Shut up already!" Motormaster growled. "Primus dammit, why couldn't that Male-whatever seal YOUR mouth shut? And keep it that way?"

"Hey, you gotta admit, this is the coolest thing by far to happen to the base for a long time," Skywarp said with a grin, leaning back in his chair. "Slag, maybe she can turn all the Autobots into lumps of coal or something. Win the war for us right then and there."

"I don't know," Thundercracker said warily. "As much as I hate to say this, I'm with Dead End on all this. Somehow I get the feeling that Maleficent's gonna be more trouble than she's worth…"

The moment Prime spotted Red Alert standing in the doorway of the Ark, sensor horns flashing like strobe lights and a look on his face that suggested he was going to explode in an apoplectic fit at any moment, he knew it was going to be one of THOSE days. He sighed and opened his door for Sparkplug to exit before transforming to robot mode. As if the attack on Witwicky Castle hadn't been bad enough…

"Optimus!" Red Alert cried. "This is NOT my fault! Obviously someone who has NO common sense let him in, completely disregarding base security in the process!"

"Slow down, Red Alert," Prime urged, patting the air in a placating gesture. "Start from the beginning. Who's in the base?"

"I don't know!"

Prime rebooted his optics in surprise. "What do you mean?"

"Exactly what I said!" Red Alert flung his hands in the air. "Nobody seems to know who he is or where he came from – or at least they won't admit it! This is absurd, Optimus Prime, and I'm not going to stand for it! What are we coming to if we can't maintain basic security measures…"

"Oh, put a cork in it already, Sergeant Spazz!" Ironhide snapped, walking up at that moment. Prowl was close behind, looking annoyed but not especially concerned yet.

"Prowl, situation report," Prime ordered. "What's going on here?"

"During a standard security sweep we discovered an unauthorized human in the base," Prowl replied. "He carries no identification, and refuses to give his name except to 'the one in charge,' as he puts it. He's currently in the common room, waiting for you."

"I see." At least Red Alert's ravings made some degree of sense now. "And no one will admit to sneaking him into the base?"

Prowl shook his head. "We suspect either the twins or Bluestreak did so. The former two would think it hilarious, the latter would probably assume he needed shelter and be too kind-sparked to turn him away. None of them will admit to bringing him into the base, however, and no one else has come out to claim responsibility either."

"Perhaps he slipped in through another entrance?" Prime suggested.

Red Alert's optics flared, and he looked about ready to burst out ranting at the thought that someone could have bypassed his security measures without so much as a blip on the readout screens. Thankfully Ironhide cut in before he could go on a tirade.

"Weirdest thing, Prime. The security cameras don't show 'im comin' in through any entrances. Slag, not even through the door to the common room. One second place is empty, the next he's just sittin' in a chair with a book, smokin' a pipe. Like he teleported in there, 'cept humans can't DO that!"

Prime frowned behind his mask. Curiouser and curiouser… the more he learned about this entire situation, the less he liked it. And the fact that this human had shown up so soon after Megatron's forces had made off with the Sword of Truth seemed highly suspicious. Was this man some kind of trap, sent by whatever force Megatron had unleashed in taking the sword for himself? Or was he here to chastise them for the attack on the castle?

There was only one way to find out. "The common room, you say?"

It was Prowl's turn to frown. "Yes… but I don't want you meeting him without a bodyguard of some sort. Human or not, we don't know what he's capable of. And if he can somehow make it into our base without activating any alarms or showing up on our security cameras, we have to assume he can do more… and worse."

Prime sighed. Prowl could be as bad as Red Alert at times, even if he wouldn't admit it. But the tactician had a point – this man was an unknown quantity, and they had to assume he was dangerous until it was proven otherwise. "Jazz, Prowl, and Hound, accompany me to the common room. Be ready for anything."

"Yes sir," Hound replied.

"Want us to be there too?" asked Carly. "Just in case?"

Prime was about to say no – he didn't want his friends put in unnecessary danger – but then decided otherwise. "Yes, but stay close to us. And be prepared to run should this man prove dangerous."

Prowl nodded and led the way into the base, heading for the room that served as a waiting area for visiting humans and civilian Autobots. Two different sitting areas had been set up, a normal-sized one for Autobots and a miniature one for humans, and a viewscreen the size of a movie theater's screen, currently playing a news report from the nearby city, took up one wall. In the far corner of the room someone had set up a high-backed plush chair with worn, patched upholstery, as well as a battered table on which sat a chipped but serviceable tea set.

Sitting in the chair was the center of all the fuss – an old man in a pale blue robe and peaked hat, a book open in his lap and a pipe in one hand. A pair of spectacles perched on his hooked nose, and a snow-white beard trailed down his chest and spilled into his lap. He seemed completely oblivious to the Autobots' presence, engrossed in his book, occasionally lifting his pipe to take a draw and puff out a mouthful of smoke.

Prime knelt down before the stranger, studying him in closer detail. He didn't recognize this man, and he appeared to be nothing out of the ordinary – save the robes and hat, but then, he'd seen enough conventions and Renaissance Faires pass through Portland that he knew that simply because someone dressed a little oddly didn't mean they were of fantastic origin themselves. There was a sense of great wisdom in the light of his eyes, an air of having seen far more than his physical age would suggest, but that was all that seemed unusual, and even that might have been Prime's imagination.

Enough study, he supposed. Time to find out why this man was here, and what he wanted… and more importantly, whether he was any threat to the Autobots.

"Ahem," he said softly. "Excuse me, sir…"

"One minute, one minute," the man huffed, turning a page. "Let me get to the end of this chapter, I have one page left."

"Sir, you are trespassing in a military base," Prime replied. "This is a serious offense. Identify yourself, and explain how you got in here."

The man was silent for a minute, not even looking up at the metallic giant crouching over him. Then he sighed deeply and shut the book with a loud THWACK.

"Ah… there. Now we may talk, Optimus. Never interrupt a book at the wrong moment, I say." He set the book aside, not seeming to notice that he'd shut his beard inside the pages. "Do sit down! I'd offer you a cup of tea, but that doesn't seem to be your particular… er, cup of tea. Oh, dear, forgive the pun."

Jazz snorted with laughter. "I like this guy already."

"He acts like we're guests in his home and not vice versa," Spike muttered before Carly elbowed him into silence.

Prime remained crouching. "You haven't answered my question, sir. Your name, please, and your reason for being here. If you fail to answer, we'll have to take you into custody."

The man snorted, puffing out a snoutful of smoke in the process. "Oh for lands' sakes, does no one trust the word of a wizard anymore? You're as bad as that Red fellow, jabbering on about security breaches and trespassers… all because a fellow wants a word with his commanding officer."

"Wait… wizard?" Sparkplug repeated. "Did you say wizard?"

"Of course I did! And to answer your question, Prime, the name is Merlin. Only the greatest wizard in the world, I'll have you know!"

Prime's jaw dropped behind his mask. This was impossible. He wasn't an expert on human mythology, but even he knew the stories of King Arthur… and the mysterious wizard who had supposedly guided him to Excalibur and, through it, the throne of England. But he had assumed that's all they were – stories, perhaps vaguely based on an actual legend but well-embroidered with exaggerations and outright fantasies by time and human imagination. Merlin might have been a wise man or counselor to an actual King Arthur, but he was hardly a wizard… and shouldn't he be dead by now?

"And to answer the questions I see rattling around in your skulls – or whatever you Autobots have in place of skulls – yes, I'm the real thing. Yes, I'm an actual wizard, and no, I shouldn't be dead by now. Wizards have a knack for keeping themselves alive as long as they're needed. I didn't expect my presence to be required THIS far into the future, but then, Maleficent has a bad habit of throwing a wrench into the best-laid plans. But I get ahead of myself." He gestured toward Sparkplug, Spike, and Carly, who were gaping at him as if he'd just sprouted another set of arms. "Sit, sit! Refresh yourselves! I'm sure you've had a long day."

The humans complied, too dazed to offer much protest. Prime finally sat down just behind them – his joints were cramping from crouching for too long, and it seemed they were going to be here awhile. Jazz and Hound lowered themselves to the ground as well, though Prowl remained standing, arms folded and a skeptical scowl on his faceplate.

"This is amazing!" Carly said, an enthusiastic grin on her face. "I can't believe we're actually talking to a living legend!"

"He can't really be Merlin!" Spike protested. "Merlin's just a myth!"

"Atlantis being real is okay, but Merlin being real is unbelievable," Sparkplug teased. "Though I admit, I'm kind of surprised he's still kicking."

Merlin simply smiled and tapped the table, and the tea service began to move of its own accord, readying a few cups. "As I said, we tend to stay around as long as we're needed. You Autobots need me, so I'm making myself available to you. It seems to have thrown your security officer into a fit, but he'll survive."

Hound leaned down in fascination, watching as the sugar bowl elbowed the teapot aside to try to reach a cup first. "Incredible… what Perceptor wouldn't give to see this!"

"Fascinating," Prime agreed. A smile played on his lip plates beneath his mask. It was difficult to remember that this gentleman was an intruder when he put on such an enchanting show for them.

Prowl, however, was nearly impossible to enchant. "Despite this man's claims, he still hasn't answered a pertinent question. Why are you here, Merlin? What is so important that it required you to break into our base?"

"I'm getting there," Merlin replied testily, waving the sugar bowl away before it could ladle another scoop into his teacup. "You robots certainly are all business, aren't you?"

"We prefer to call them mechs," Sparkplug explained, taking a cup for himself and blowing on it to cool it. "Robots is sort of derogatory to them – it implies a non-sentient mechanism."

"Mechs, then," Merlin corrected. "But very well, for the mechs' sake I'll get right to the point."

"You mentioned somethin' called Maleficent," Jazz noted. "What's that 'xactly? Sounds downright mean with a name like that…"

"Maleficent is a 'who,' not a 'what,'" Merlin replied. "She is a being of great power, a creature capable of wielding tremendous dark magic. Your kind would typically call her a fairy, though I believe nowadays they typically like to call themselves fae. It sounds less childish."

"I was going to say," Spike laughed, "the Autobots are being threatened by Tinkerbell?"

Merlin narrowed his eyes at the young man. "Tinkerbell is not nearly as harmless as you like to think she is. In fact, if you knew her she could be a downright… ahem, sorry, off the subject. But Maleficent is no delicate pixie sprinkling fairy dust – she's malicious, quick to anger, and can hold a grudge for centuries. And you would do well not to underestimate her, young Witwicky."

Spike frowned. "How do you know my name? We didn't give you our names."

"You think I would come here unprepared?" Merlin demanded. "That I would come to deliver a warning without even knowing who I'm going to be talking to? My memory's not THAT far gone ye- oh blast it all!" He'd started to stand, doubtless to add emphasis to what he was saying, but his beard was still shut in his book, and his movement yanked it straight to the floor.

Carly hopped out of her chair and bent down to retrieve the tome. "Sorry, sir… this is just rather sudden for us. We don't often get wizards in the Ark."

Merlin's expression softened slightly as he took the book from her. "Thank you, my dear. You're kindness serves you well… it's a pity you have to be caught up in this mess."

"What mess?" asked Spike. "What's going on? What's Maleficent got against the Autobots?"

"Not against the Autobots," Merlin replied, "though goodness knows they're in for it when she discovers you and your father are in league with them."

"What do you mean?" asked Prime. "Are Spike and Sparkplug in danger?"

"Danger?" Merlin gave a rueful chuckle. "They're the reason she's after the lot of you! Maleficent bears a grudge against the Witwicky line, and she won't rest until she's eliminated the descendents of those who bested her centuries ago, and all who would side themselves with them!"

It is a changed world indeed, Maleficent mused as she looked around the chamber Megatron had led her to – the "control room," he called it. Not quite as changed as she had feared – mechanical creatures had not supplanted mortal men, but were merely visitors from another world. But mankind had grown in leaps and bounds, and the arrival of these Cybertronians had only accelerated their development. Soon they might even fancy themselves gods, or at least magicians in their own right, capable of feats equaling even the most powerful fae and wizards by dint of science and technology alone.

Her lip curled in a satisfied sneer. That would not happen in her lifetime. No mere mortal was going to rise to her level so long as she drew breath. Once she had accomplished her revenge against Phillip and Aurora's bloodline, she would set herself to destroying all these pathetic humans had accomplished, setting herself and her kind as the superior beings once more.

But first she intended to keep an eye on these Decepticons. She would not feel wholly comfortable with her alliance with them until she knew precisely what they were capable of… and how she could best defeat them should they attempt to double-cross her.

And if Megatron was fool enough to willingly hand her information on his kind – information she could use against them if needed – who was she to stop him?

"Naturally, an entire history of our kind and our war would take hours," Megatron concluded. "But that is a general overview. Soundwave can give you a more thorough description of events."

Maleficent nodded. "The history you have given me will suffice for now. Interesting that this small world would be of such interest to your kind."

"There is far more on this planet than meets the optic… and you yourself are evidence of that. We never imagined a creature of your abilities existed, much less was willing to make a bargain."

She smirked. So, mechanical warlords are capable of flattery. She would have to watch this one – a silver tongue could be as dangerous as any weapon. But she felt more than capable of handling him. He might be powerful by his species' standards, but his abilities were strictly mundane, and for all his kind's technological strength he was still mortal. She was still the better here, and she would have to remind him of that fact.

"You mentioned you desired revenge," Megatron went on, turning his back on her a moment as he activated a glowing panel set into the wall. "Against another of your kind, I presume?"

"I only wish it were so," she replied, unable to hide the disgust in her tone. "No… against humans."

"The entire human race, or a specific set?"

"The latter. A bloodline… descendents of the ones who trapped me centuries ago. They inconvenienced me, and I shall make their children's children's children pay for the embarrassment."

"I see." Megatron looked oddly amused at that explanation, sending a flash of irritation through her. "And where might we find these descendents you speak of? Or do your abilities not extend that far."

"Do not think to mock me, Lord Megatron," she said coolly, "or our deal is off. I promise to help you destroy the Autobots once and for all if you aid me in my own quest, but insult me again and you'll suffer rust-rot for the remainder of your miserable life."

"Of course." His amused grin remained, however, and she scowled at that. He was testing her, discovering the limits of her temper and what could push it too far. She would have to control herself – he was far more observant than she gave him credit for.

"Finding a handful of specific humans amongst seven billion is no small task," Megatron continued. "Wouldn't it be easier to wipe them all out?"

Hmm… I like how this one thinks. He's ruthless, and thinks practically. "Such an action would take more effort than it is worth," she said aloud. "Besides, what good is ruling the world if you have no subjects?"

"An excellent point, but it still does not solve our problem. How do you presume to find these descendents among millions?"

"Patience, Lord Megatron." She raised her staff, allowing the orb at its head to flare to life. "I have my means."

Megatron's optics flared brightly, and a look of greedy curiosity took over his faceplates as he watched her gesture over the staff, her fingertips caressing its surface. So magic fascinated him, did it? Something else to keep in mind, and possibly use against him…

She pushed the thought out of her mind, and focused her powers on the orb. Scrying took a great deal of energy, far more than she normally liked to expend on a single spell, and in most matters she preferred spies to do the work for her. But these were unusual circumstances – her own minions were long dead, and she did not yet trust Megatron's henchmen enough to rely on them for information. They could do the dirty work for her, she supposed… but this she would have to do herself.

Guide me, she urged, weaving her energy about and through the staff that focused her powers. Show me the ones… the descendents of Philip and Aurora. Reveal the ones who must pay for the sins of their ancestors in blood.

The orb flared again, and seemed to swell to encompass the entire room. The translucent yellow crystal went clear, revealing a scene trapped within like a dragonfly in amber. Two faces… both male, one middle-aged and weathered, the other fresh and young. And in both their faces she could read signs of the same vitality and bravado that had set their ancestor apart... that had led him to think he could take on a fae and win.

Oh, you poor fools, she thought with a dark smile. You will all learn too late that there is no winning against Maleficent – only delaying the inevitable.

She cut off the flow of energy, and the orb winked out like a snuffed candle. She lowered her hand, forcing herself to relax slowly rather than slump down into the nearest chair. That had taken a bit more energy than she'd anticipated… she would have to be careful. It would do no good to show any sort of weakness before Megatron, and give him something to exploit.

Though when she focused her eyes upon Megatron again, she realized that any obvious weakness on her part had most likely gone unnoticed. The mech's optics blazed like searchlights, and his mouth hung open in a stunned expression. The sight would have been comical under other circumstances, but she recognized it for what it was.

"You know these humans, then."

Megatron snapped his jaw shut, composing himself. "Spike and Sparkplug Witwicky. Two humans who have long been aligned with the Autobots." A smile of dark pleasure replaced his shocked look. "How very interesting."

A nearly identical smile crossed her own lips. How interesting… and fortuitous. Their worst enemies worked side by side, and it would be simplicity itself to have her revenge and fulfill her part of the bargain in one fell swoop. She couldn't have planned this better had she tried.

"It seems fate is on our side, Lord Megatron. We not only share an alliance, but a common cause. Together, we will destroy these Autobots… and exact revenge upon the Witwicky line."

Megatron's grin threatened to crack his faceplate in two. "Excellent… most excellent. It should be simplicity itself to destroy the both of them…"

"Not destroy," she replied. "Understand, Megatron – I want Spike and Sparkplug alive. There are much worse torments than death, after all… and I want to see them suffer."

Megatron nodded. "Of course. Alive it is."

Two mechanisms strode into the control room at that moment, and both saluted the silver warlord as he entered. It did not escape Maleficent's attention that the masked blue one snapped instantly to attention, his salute respectful and obedient, while the winged white-and-red one wore a disdainful scowl and gave the gesture half-heartedly. So not all Megatron's troops or officers paid him the proper respect. That was worth knowing.

"So this is the creature Skywarp spoke of," the white one noted, looking Maleficent up and down with a critical optic. "She's rather tall for an organic."

Maleficent smirked. "It is not beyond my talents to alter my size as necessary, Starscream."

Starscream raised an optic ridge. "So you know my name already. Megatron has told you, I presume? Or did you scry it somehow with your arts?"

"Your commander informed me," she replied. "It's only fair, I think, that he should warn me of the incompetent among his men, that I know who I can most rely on."

Starscream sputtered indignantly as Megatron burst into laughter. "I'm enjoying this partnership more every minute!" the warlord cackled.

Soundwave gave Maleficent a brief cursory look, but she sensed that said look was far more in-depth than it seemed. His mind brushed against hers briefly, seeking her thoughts. A telepath… so these mechanisms DID have some magic abilities, albeit not in strong concentrations. This one would bear watching.

Stay out of my head, she warned him, and I will return the favor. Attempt such an action again, and you will live just long enough to regret it.

Soundwave gazed long and hard at her, then gave an imperceptible nod. Affirmative.

She returned the nod. They understood each other, then. One possible threat neutralized.

"The terms of our alliance with Maleficent are thus," Megatron informed the two officers. "We work together to destroy the Autobots, and to capture their human allies. And remember, we want the humans alive."

Starscream snapped his head around to glower at Megatron. "Alive? Why?"

"That is none of your concern," Maleficent replied coldly. "You have heard my terms. And be warned, Starscream – unlike some, I do not tolerate treachery."

Starscream narrowed his optics but said nothing.

"Further orders, Lord Megatron?" Soundwave inquired.

"Find Maleficent quarters aboard the Nemesis," Megatron replied. "Then contact Shockwave and arrange a meeting. We have much to plan and discuss."