"Give up the AllSpark, or sacrifice innocent lives," Optimus told himself, "How am I supposed to decide?!"

"It's the heroes who make the tough choices," Ratchet consoled.

"Maybe Ultra Magnus was right. I was never meant to be a hero," Optimus said.

"You know," Prowl interrupted, "a wise man once told me that a machine was greater as a whole than any one component part. I didn't understand him then. But I think now I do. Now tell me Prime, are you still a part of this machine?" Prowl held out his hand. Prime thought for a second, nodded, and put his hand on top of Prowl's. Bulkhead did the same followed by Ratchet and then Sari.

"Okay, so here's my plan," She said.

**********************************************************************

"What's wrong with it?" Sari moaned.

"It's too dangerous," Prime said.

"It's simple! You, Bulkhead, and Ratchet distract Starscream while Prowl and I sneak on board and—"

"No Sari!"

"My Dad is on that train! And so is the best friend I've ever had! And I'm not gonna lose both of them!" Sari cried.

"Alright! We'll consider your plan," Optimus interrupted.

"Sucker," Sari smirked to herself.

*******************************************************************

Starscream stood on top of Sumdac Tower, waiting for the Autobots to arrive with the AllSpark. Soon enough he would have all the power in the universe. He checked the time. Within ten minutes he'd either have the AllSpark all to himself or get to crash a train full of people who he'd found out were highly regarded in this place. Then he'd get to tear apart the entire city, and find it. Either way he'd win. He couldn't help but smile at the thought.

"Starscream!" Starscream looked down. The Autobots had finally arrived.

"We have what you want!" Optimus announced from on top of a building. On a nearby high-rise highway, Ratchet and Bulkhead were holding the AllSpark. "Now let the others go!"

"Leave the AllSpark unguarded! Or I will destroy all of them!" Starscream threatened, pointing his laser at the train.

"Bring the hostages down! Or I'll destroy the AllSpark!" Optimus returned.

"Don't try to deceive a Decepticon Autobot," Starscream advised, "We are the masters of deception!" Starscream floated down to retrieve his prize.

"You think I'm bluffing?!" Optimus pulled out his axe and prepared to throw it with all his force at the AllSpark, "Bulkhead! Ratchet! Stand back!"

"Wait!" Starscream interrupted Optimus's throw halfway, "Let's not be so hasty shall we?" Starscream floated up to Optimus's eye level.

*********************************************************************

Meanwhile, Prowl and Sari were hiding on top of a zeppelin. When it flew close enough to the Tower, Prowl put on his jump jets. Sari grabbed onto his waist.

"Hold on tight," he told her. He activated the jets and flew up to the tower.

"Hey, what's going on out there?" Fanzone tried to get a look at what was happening below when a red haired girl blocked his view.

"A rescue, that's what," She told him.

"Sari," Isaac looked at her daughter, "How did you get up here?"

"The same way you're going down," Prowl answered. The others looked at each other. Isaac grabbed his right arm, Edsel grabbed his left arm, and Fanzone grabbed his neck. Prowl moved to the edge and leapt.

"This is why I hate flying!" Fanzone shouted on the way down.

Meanwhile, Sari had stayed behind and knelt next to Bumblebee. She checked his heart. It was still beating, but slowly. She took off her key and placed it inside his forehead. She felt his heartbeat. It was speeding up. He suddenly opened his eyes wide and jumped straight up.

"Starscre—! OW!" Bumblebee had hit his head on the ceiling and was now rubbing the top of his head.

"When you wake up, you really wake up," Sari commented.

***********************************************************************

"This is why I hate flying!" Starscream heard. He turned around to see someone leaping down with his captives to a zeppelin.

"What's this?" he gasped, "Someone messing with my hostages?!" He flew after them but was stopped. He was being held in a pink electromagnetic field by the old Autobot. He tried to break free of the field but it was too strong so he shot a null blast at the old man. He was released from the field and spun out of control. And if that wasn't bad enough, Optimus shot him in the face with foam then took out his jets. He plummeted and was hit by Bulkhead's wrecking ball.

Starscream quickly recovered and darted back to Sumdac Tower. Bumblebee had awoken and was trying to shoot bolts of lightning at him. Starscream easily dodged them. Prowl on the other hand flew ahead of him and attacked him with ninja stars making more successful hits.

"Gah!" Starscream grabbed his face as one of the stars connected with his cheek. He rubbed the blood off. "So, you want to fight dirty do you?" He shot up above the tower and then back towards the tram at full speed. "Then you'd better be prepared to go all the way!" He fired a null blast at the tram and knocked it over the edge of the tower, sending the train plummeting...

**************************************************************************

"There, I've kept my promise," Starscream smiled, "Now it's your turn to keep yours!" Starscream flew at Ratchet and Bulkhead, but Optimus was closer and reached them sooner.

"Bulkhead! Ratchet! Go help the others! I'll keep Starscream busy!" Optimus picked up the AllSpark and ran as fast as he could while the others went to Sumdac Tower.

*********************************************************************

Bumblebee and Prowl, meanwhile, were trying to crawl against the wind resistance to the train door. There was no way they could reach it in time so they decided to make one out of the ceiling. Bumblebee blasted at the metal with his stingers in concentrated bursts while Prowl was trying to slice a hole with his ninja stars.

"Hang on Sari! We're coming!" Bumblebee assured. When they'd cut through the ceiling enough, Bumblebee ripped off the metal and reach out to Sari who was gripping onto a support beam for dear life.

"Take my hand!" Sari wildly shook her head in fear.

"You can trust this face, can't you?" Bumblebee quoted with the same innocent smile she'd given him. She glanced away then reached out and took his hand. Once he had a grip on her, he pulled her close so she could wrap his arms around her neck while he held her by the waist.

"Hang on tight!" They both looked down to see the ground was coming up too fast for comfort.

*******************************************************************

Optimus leapt out of the way just as Starscream crashed down.

"That was a nice grab, Autobot. But you'll have to be a lot faster if you want to escape me!" Starscream took to the air and shot at him from above. "I bet you'd be able to run a lot faster if you didn't have to carry that heavy load!"

******************************************************************

Prowl and Bumblebee leapt away from the train just as its nose slammed into the ground. Prowl floated in the air using his jump jets while Bumblebee and Sari were suspended by a purple electromagnetic field. He and Sari looked down to see Ratchet and Bulkhead.

"Guess there's still some spunk left in the old man after all!" Ratchet cheered. He slowly set down Bumblebee who in turn set down Sari.

"Ratchet! Think fast!" Ratchet turned to see Optimus had thrown the AllSpark at his face.

"Aw crud," Ratchet groaned just before catching the AllSpark with his magnetizers. Starscream landed in front of him and tried to snatch the AllSpark, but Ratchet threw it away. It bounced off the train's wreckage and landed in Bumblebee's arms. He activated the motorized wheels on the bottom of his shoes, Sari grabbed onto his back, and they rolled off with Starscream hot on their trail.

"I know this game!" Sari announced, "It's called 'Keep Away'!" She looked back to see Starscream getting closer. "Think you can go any faster?"

"It's not about how fast you go," Bumblebee stated, "It's about how fast you can stop!" On "stop" he skidded to a halt. Using the forward momentum, Bumblebee threw the AllSpark with all his might sending it flying down the street with Starscream chasing after it hungrily. Prowl caught the AllSpark and tossed it onto a truck's bed. He gave it a well placed kick and sent it rolling down the road's slope. The truck crashed into a fire hydrant sending the AllSpark into the air.

"I got it! I got it!" Bulkhead reached out to grab at it, but his clumsy hands were unable to catch it. Starscream took advantage of this weakness and snatched the AllSpark.

"Foolish Autobot!" he laughed, "Did you really think you could keep the AllSpark from me—YAH!" Bulkhead interrupted his speech with a wrecking ball to the gut. This time Bulkhead caught the AllSpark.

"I said, 'I got it'." Bulkhead pulled back his wrecking ball and shrunk it back down to baseball sized. Optimus and the other Autobots soon arrived.

"Nice teamwork Autobot!" Optimus commended the excellent skills of his fellow teammates. Bulkhead handed him the AllSpark with a smile. "Now let's get this back to the ship before—" Optimus was interrupted by a powerful null ray blast that blew away the road, ripped apart buildings, and shattered glass.

"I HAVE HAD ENOUGH OF TOYING WITH YOU PUNY AUTOBOTS!" Starscream exploded. The blast lasted only twelve seconds yet had completely annihilated the nearby area. The Autobots lay groaning on the ground. Starscream swiped the AllSpark away from the wreckage and flew above the city, safe from any more interruptions.

"At last!" he cheered, "The AllSpark IS MINE!" He opened the casing and pulled out the blue orb. The power immediately coursed through his body. He focused the energy to his blaster and fired at a building. The huge blast obliterated the building and three nearby while the force of it tore the entire block to shreds.

"IT'S MORE POWERFUL THAN I EVER IMAGINED!" Starscream cackled.

The Autobots helplessly watched in horror as the greatest artifact in the universe was used as a weapon of mass destruction.

"It's our worst nightmare come to life," Ratchet spoke, "The AllSpark. In Decepticon hands..."

"Not without a fight," Optimus declared.