(Halfway to the outskirts of Nevada)

Arcee sped along the road, she was exhausted, she'd used up much of her energy to get this far, that fast, she finally came to a stop, transforming to rest her wheels. She was still torn about seeing her sparkmate get accused of a crime and thrown into a jail cell, but she used that to not stop searching until she found the truth.

It was getting late, the sun was starting to go down, the little warmness in the air was turning cold, she had faced the cold of the Arctic though and lived, compare that to this weather, this was nothing. She stood and was ready to keep moving when she heard the sound of an approaching vehicle, she turned to see a jet black saburban driving towards her, could it be who she thought it was?

"Blackwolf?!" she asked, surprised to see his shape appear, but it didn't slow down, "What's he doing?" she asked mentally. The truth she sought was revealed when a familiar stealth helicopter flew above the saburban, they both transformed, standing in front of her." she gritted her denta and drew her wrist-blades.

"Ah how wonderful to see you Arcee, tell me, is it awkward to know you'll have to fight one of your comrades?" she asked, looking smug next to who appeared to be Blackwolf, but he was different, his optics and Autobot insignia were glowing dull orange, and his gray wolf emblem on his right shoulder was gone...this was not Blackwolf.

"Silas, I know you're controlling that empty pile of tin!" she shot a deadly glare at the false Blackwolf and Airachnid.

"Tssk, oh well, the illusion was fun while it lasted." Airachnid said as she changed to her spider limbs, Nemesis Wolf drew it's fists up, Arcee was outmatched, she couldn't fight Silas alone, especially not if Airachnid's there as well.

"I'm gonna have fun stripping you for parts." the voice of Silas came from Nemesis Wolf, it's battle mask sliding into place, connecting together. Arcee only wanted to see what would happen if she provoked him.

"All you are is parts." she grinned, making fun of his robot. He lunged at her, they were locked in combat, both blocking, deflecting, striking, in strive with each other, she saw Airachnid shoot webs at her, she ducked below them and delivered a roundhouse kick to Nemesis Wolf's faceplate. Almost right after she turned to the spider, Airachnid threw her flat on the ground with one of her spider limbs, Silas took his chance and walked to Arcee and grabbed her by the neck. He effortlessly lifted her feet off the ground, he then activated his own plasma cannon, aiming it at her helm.

"Goodnight, Arcee." he whispered, priming the cannon, they were interrupted when they heard a car horn, they all turned to see another saburban approaching, it's brights on, driving straight towards them. Blackwolf transformed and ran full speed, ramming into Nemesis Wolf, grabbing it's chest and shoulder with all his might and slammed the lifeless robot into the concrete road, damaging one of the optics making Silas lose some of his eyesight.

He then charged at Airachnid, who was still stunned to see him there. She then began striking at him with her spider limbs, he quickly dodged them, until she made one wrong move, he grabbed two of her spider limbs, denting them as he held strong, and span until he released her, sending her far back, "Hmph, outta sight, outta mind" he laughed mentally, he saw Arcee stand up from where Silas had dropped her.

"Cee! Thank Primus!" he yelled happily as he ran to her, she looked over to him and was so happy to see him, but her smile disappeared when she saw Nemesis stand up and rip up a street-light and leap at Blackwolf.

She panicked, "BEHIND YOU!", he turned too late, Silas slammed it across his helm and sent him on his back. Blackwolf quickly picked himself up and drew his swords, Silas copied by unsheathing his swords, they both stood in a different battle stance. Blackwolf had one out in front of him turned sideways and one behind his helm, pointing forward, Silas however stood there, both his blades held low to his legs.

"It's nice to get to see the original." Silas commented, sounding sure of himsel. Blackwolf however challenged his pride.

"Ya know, I'd say I like it, but I hate cheap knock offs." he grinned, Silas lunged at him, he brought his blades up and blocked his opponent's attack, he thrust forward with his sword only for Silas to dodge him and slice at him, he parried the blow and threw his blade across his chest, leaving a huge energon leaking gash in the metal. Silas only laughed at his attempt to hurt him.

"You forget that my robot has no spark, it feels no pain, it never tires out, and it cannot die, unlike you!" he yelled maniacally, Blackwolf readied himself again but knew they were in trouble.

(MECH's secret base, Nevada)

Jack walked onto the roof, he realized he was right above them, he pulled out a tool Ratchet gave him, it was a high power blowtorch connected to a long metal rod, which was connected to some rotating device that had a small spike on the bottom to hold it in place. He placed it down, made sure it was secure, and activated it. He watched as it quickly span, making a hole big enough for him to fit through. Once it finished he folded it up and reattached it to his tool belt. He kicked the cut metal down, wincing at the sudden bang.

He climbed down and saw no guards, he then released his grip and fell down activating his thrusters, landing safely on the ground. He equipped his plasma rifle and slowly walked down the hall, he was confused, where were all the guards? He turned right and instantly fell back, hoping none of the several platoons of soldiers saw him. Luckily nothing happened, he peered around the corner, turning back around, he pulled out a flash and an EMP grenade, he threw the flash first with the EMP in tow.

The soldiers were all blinded by the flash, their comm devices, disabled due to the EMP grenade, he turned around the corner and started firing at each of them with a stun round. One by one they fell, shocked, as if being hit by a taser three times in a row, some finally pulled their eyesight together right before he knocked them down, he finally looked back and they were all on the ground, disabled for an hour.

He quickly jogged through the dark halls of machinery, until he finally reached the end, a two large metal double doors. He barely opened it to peek inside, there he saw Silas working at some terminal. "Those have to be the controls for Nemesis wolf!" he thought to himself.

Suddenly he was being fired at by several soldiers, he barely poked his head before dodging the incoming bullets, he couldn't fire back or else he'd be gunned down, he couldn't stop Silas.

(Back to the battle)

The battle raged on, Blackwolf and Silas were locked in combat, both keeping their defense up, Arcee and Airachnid were at each other's necks, both equally matched.

Blackwolf couldn't keep fighting forever, he was becoming exhausted, but Nemesis Prime kept fighting, never losing evergy. He sighed as he weakly held his swords, preparing to hold his defense, "Your growing tired Blackwolf, just lie down and I'll end your misery!" Silas yelled through his built in microphone. He brought his swords down upon Blackwolf with all the force he could muster, Blackwolf raised his swords in an X shape to block, but once the swords made contact, Blackwolf's swords broke! He gasped in both shock and sadness before Silas's swords came down, cutting down his chest, he was given those swords from Drift as a token of their friendship and there they laid, shattered in twos'.

Silas laughed maniacally, seeing his opponents weapons useless, he now stood over Blackwolf, ready to finish it, Blackwolf jumped up as fast as he could, activating his knuckle claws, slashing at Silas, but Silas could still tell he was tired, he blocked Blackwolf's next blow and drove his free sword forward. Blackwolf then felt a deep pain in his lower torso, he looked to see Silas's sword buried down to the hilt in his chest, his own energon spilt down the blade, making him feel lightheaded, he fell to his knees, too weak to fight. Arcee who was locked in combat with Airachnid saw her sparkmate fall to his knees and gasped, she tried to break the spider's hold, but as soon as she did, she was webbed to the ground, Airachnid held her helm up, forcing her to watch her sparkmate suffer.

Blackwolf, still on his knees, fell unconscious, his mind flashed and time itself seemed to stand still, he was standing in a battlefield, he looked closer and noticed that he was at the base, but it was destroyed, falling apart. He looked around and saw that he was surrounded by dead Cybertronians, he looked closer through the smoke to see who the dead were...it was his family! He saw Optimus and rushed to the Prime's side, Optimus had a gaping hole through his chest and was damaged in several areas. Optimus's optics lit up with life and looked at Blackwolf, he smiled at first before seeing Optimus's reaction turn to disappointment, "You failed us Blackwolf..." he was shocked, "You failed to protect us and protect your own sparkmate." Optimus's optics dimmed back to gray voids as he finished. He laid the Prime's corpse down and looked for his beloved. He finally found her under the rubble but his jaw fell and his optics lit up with sadness at seeing Arcee's condition, her body cold, lifeless, her once gorgeous blue and pink ringed optics that always melted his spark, were now hollow gray voids of nothing...he felt as if he was going to weep, but as he stood up, her body crumbled into dust, shocking him, he fell to his knees again and looked where she once laid, and released his sadness and tears, until he felt the presence of other beings, he was being watched. He stood up and turned to see the original primes standing before him, and in front of them stood none other than Alpha Trion. "We've watched you for a long time, Blackwolf." the old being spoke, his voice rang through Blackwolf's being.

"We do not have much time, know that if you die here, what you see around you will be the outcome of your death." he said calmly, Blackwolf thought he had failed, he was dying now in reality.

"We've watched you stand against the forces of darkness, how you stood bravely against the Decepticons, and now that your death would mean the destruction of the Autobots, we can grant you a blessing, but only this once, whatever you choose, it can never be reversed. You can return to the war and save your "family", or you can live peacefully in the well of the Allspark forever with the rest of your Autobot brethren, and those soon to follow." the ancient being explained.

"What is this blessing? I don't know what I'm accepting!" he said, wanting answers.

"We will grant you the name and power of a Prime." his optics felt as if they were going to fall from their sockets.

"And if I accept this, I save my family and my sparkmate?" he asked, now calm.

"Yes, but time is limited, you must make your choice now." Alpha Trion informed him.

He thought for a moment before raising his helm, "I accept your blessing." he finished.

He felt as if he was being lifted into the air, his body was changing, he felt a great energy combine with his spark. "Then rise Blackwolf, as Wolf Prime, guardian of your family, now return and fight in the name of the Autobots!" he chanted, all the primes raised their arms and hands high, light emitting from their sparks. He was just happy that he could return and live to see his sparkmate.

(Back to reality)

A bright light came from Blackwolf as Silas was about to deliver the killing blow, the light seemed to push him on his back, and knocked Airachnid off of Arcee and burning away the webs entangling her, she was able to stand and see something she never thought she'd ever get to experience. Blackwolf's body was morphing, his arms, torso, and legs became more shaped, less bulky, he still kept the same build, he just now looked much more perfected and compact. The shards of his sword came together inside the sheathes, rebuilding themselves. But now a metal rod formed on his back, a new weapon.

"By Primus..." she stared in aw at the sight. The light had finally died down, she saw his new form, he stood tall, the sword that was once buried deep through his chest was gone, his arms and legs were more rounded than before, his torso was less block like, it now had better fitting for him than his old very bulky torso, she admired at how his body had gone from the similar build of Optimus's 2.0 body after the forge of Solus Prime was used to restore him, to Optimus's old body, it seemed to look similar, though most of the designs on his armor were different.

Silas looked up and gasped in shock, Airachnid looked and felt as if her jaw had fallen off, he then looked at his upgrade, he smirked and looked to Silas using the copy of his old body.

"Well that's just Prime!" he growled.

Reaching back, he grabbed and activated the large rod like weapon, it started extending on the bottom and top, it was mostly black in color, but the lines of energon running through it glowed yellow, the top had two curved blades with a split down the middle leading down to what looked to be some kind of cannon, the piece holding the blades and cannon came down in rectangular edges down to the rod, the handle area felt slightly cushioned, and the bottom had a small part for resting it on.

"How is this possible?!" Silas panicked, drawing his only sword, he leaped at Blackwolf who simply sidestepped out of his way, he turned and brought his sword down to slash across Blackwolf's chest but the blade was caught between the two blades of his long-spear, Blackwolf simply twisted it using little effort, snapping the entire blade off the hilt. He kicked Silas and looked over at Airachnid who was attempting to sneak up on Arcee, he aimed his spear in her direction and out fired a large beam of energy, it didn't just burn Airachnid, it was beginning to melt through her thin armor. Gasping, she quickly rolled to cover.

With her out of the way, he turned his attention to Silas who was still getting up. He raised his spear and brought it down, a second later Silas's right arm slid clean off, he then drove it through Nemesis Wolf's chest, "As I said Silas...I hate cheap knockoffs!" he said as he brought the spear and ripped through the torso, until the head sliced in two. Airachnid was out of ideas, she knew her only hope was to grab Silas and GO. She quickly changed to her helicopter form and flew off towards MECH'S base.

Blackwolf smirked as his back began shifting, two thrusters formed, they activated and launched him into the air, and he flew in the same direction as the spider, following her.

(MECH's base)

Silas frantically ran for the door, not noticing his entire security forces now lay on the ground and immobilized from electrical shocks, but stopped when a man clad in a white and red suit stepped in his way. "You just stay right there mister!" he aimed the rifle, Silas raised his hands, before grabbing the gun's barrel and pushed it in the armor clad man's chest before he threw a punch at the unknown man. The man fell to the ground but quickly regained himself and stood up in a defensive stance. He pressed a button and the mask retracted to reveal Jack Darby.

"Surprised Silas?" he asked the dumbfounded man before throwing a punch back, Silas refocused and began swinging at the other man, however, unlike before, this particular man was dodging his advanced fighting skills easily and countering them better.

"What training is that? Special forces?" he grinned, thinking he'd distract the much younger man, but failed when he unexpectedly received a punch to the face, knocking him back.

"Army Rangers, I had a good teacher, oh and Fowler says hi!" he grinned as he uppercut Silas once he got up. Jack was about to handcuff him before the roof came down with a certain spider-femme, she surprisingly didn't reach for Jack, but Silas, she came down and put Silas safely in her cockpit and turned into her drilling mode and dug into the ground, he tried to track her but unfortunately she didn't have a tracking beacon. He heard thrusters and saw a tall mech fly in, it was Blackwolf! But he was different, he ran over to his human friend once he spotted him.

"Jack? Why, you brave human, why are you here?" the new Prime asked.

"Originally I came to save you guys, but it doesn't look like you needed it, he shrugged, both grinning.

"C'mon, let's get Arcee and get outta here, we've got A LOT of scrap to fix up at base." he offered the human his large palm, Jack stepped in it as Blackwolf held him securely. Below them was Arcee, smirking at the two.

Blackwolf landed slowly of his pedes, lowering his hand to let Jack get off. Arcee looked at her partner, but then to her sparkmate, who looked slightly taller that before. "So...this is the new you?" she asked, wondering if he'd changed for the worse to their relationship. But her doubts floated away when he reached and gently grasped her chin, she shuddered at his touch, it felt good.

She fell completely silent as he leaned in and pressed his lips to hers, her optics closed along with his, seconds later they separated, looking to Jack who purposely looked away, respecting their privacy. The moment was broken when a groundbridge appeared, Jack had apparently signaled base, giving the all clear. He walked through first, Arcee next, but Blackwolf stopped before checking something, he felt for the case with the crystal. When he felt the small container in his grasp he sighed in relief, glad it didn't melt away during his transformation.

He then looked back to the welcoming green vortex, he finally walked towards it, to him, this portal meant home.