[Inside an assembly hall in Post Omega, the two young Autobots are recharging and given quick recovery treatment from Chromia. Perceptor, Grimlock and Jazz refuel at another table, while Wheeljack talks with Ultra Magnus.]

CHROMIA: There was no warning at all. It was practically an ambush. Now the Insecticons are swarming to the west.

WHEELJACK: This is just a sample of what Starscream is capable of now. And ever more so now that he's working with Megatron. We need to fight back. Get the vulnerable away to safety, and send your best warriors to combat Starscream.

PERCEPTOR: You also have two thousand battle-capable Autobots heading north. Ratchet's still loyal to you. He will agree to fight at your side.

ULTRA MAGNUS: They'd be too far to contact them by now.

JAZZ: Can't you radio them?

ULTRA MAGNUS: Negative. There's too much interference between here and there. And while I appreciate your advice, it will still cause even more death. I can't risk open war on my people.

PERCEPTOR: I do not wish to sound impolite, Ultra Magnus. but open war is upon you, whether you risk it or not.

ULTRA MAGNUS: (glances at Perceptor) I may have been under the weather lately. but I do recall that Ultra Magnus, not Perceptor, was in charge of Post Omega.

[Perceptor lightly raises his hand and bows his head briefly in respect.]

WHEELJACK: So what is Ultra Magnus's decision?

* * * * * *

[Various shots of Autobot citizens gathering their belonging, congregating outdoors, and leaving their personal homes. and settles on the evacuation of Post Omega.]

KUP: (v/o overlapping the above shots) By direct order from City Commander Ultra Magnus, all residents are ordered to evacuate Post Omega immediately. I repeat, evacuate Post Omega immediately. Carry with you nothing more than your essentials for this evacuation. We will settle in Metroplex. Once again; evacuate Post Omega immediately; relocate to Metroplex. By order of Ultra Magnus.

[Wheeljack, Perceptor, Jazz and Grimlock gather at another location while the evacuation is beginning. Grimlock is not happy.]

GRIMLOCK: What kind of commander is he? Order to run for hills, when we should stand and fight? Run away with tailpipes between legs? Us not let Starscream push us around! Do us?

JAZZ: We'll be running where the streets have no name.

PERCEPTOR: He's only doing what he perceives to be the most appropriate option for him civilization. Metroplex has served as their security many times before.

WHEELJACK: I think it's a trap. Magnus may think Metroplex is safe, but once they're cornered there's no other way out except through a slaughter. Magnus is a great commander, Grimlock, but I fear his chances. and the survival of Polyhex.

[Wheeljack un-subspaces his silver rocketsled.]

WHEELJACK: Perceptor, he will need you before the end there. These Autobots will need you. The defenses have to hold.

PERCEPTOR: They will hold.

WHEELJACK: (mounting his sled) I've been all over Cybertron for millions of years, and now I have no time. Good luck to all of you. I will find Ratchet and his company. I'll be back, beginning of the fifth solar cycle - look to the east.

PERCEPTOR: May the Matrix watch over you.

[Wheeljack speeds off, while Jazz and Grimlock join the evacuating Autobots. Perceptor looks to notice Chromia, not among the evacution. She is at a nearby shooting range, practicing her skills with mobile robot targets. Perceptor approaches and observe her talent. She is very good, scoring direct hits on the robot's torso and major joints. He stops and stands beside her, causing her to look in mild surprise at him.]

PERCEPTOR: Your accuracy is indubitably impressive.

[Without turning her head, optics fixed on Perceptor, Chromia fires a shot at the range without looking where she's aiming. and clears off the head of the last robot target. Perceptor is wordless. Chromia packs away her weapon, and gathers her remaining belongings.]

CHROMIA: We all learned long ago that those without weapons can still be killed by them. I'm not afraid of death or pain.

PERCEPTOR: What are you afraid of?

CHROMIA: (solemnly) A trap. A cage. Being boxed in with no freedom, until use and old age force me to accept my captivity. And that any chance of courage in the face of an enemy is beyond recall or desire.

PERCEPTOR: You possess a noble and superior bloodline. And your own skills are beyond anyone's harshest reproach. I doubt those fates will ever befall you.

[Perceptor bows, and joins the evacuation, as Chromia finishes packing and follows.]

* * * * * *

[Inside Vilnacron, Dr. Archeville is conferring with Starscream in the main center. Activity from the other Decepticons can be heard in the background.]

ARCHEVILLE: Ultra Magnus will not remain at Post Omega. He knows it is weak. He will order a mass exodus to Metroplex. While the fortress itself is heavily fortified, the path is slow and dangerous. They will be exposed to an open attack. And many of them. are not battle-capable.

STARSCREAM: Really.?

[As a sinister smirk streaks across Starscream's faceplate, he turns to a blue Seeker, who is minding the maintenance of yet another deadly force in Starscream's arsenal.]

STARSCREAM: Thundercracker. send out the Combiner teams.

* * * * * *

[Outside, in a region near Cybertropolis, car-mode Counterpunch is still leading car-mode Bumblebee and Spike (in Bumblebee's front seat) along another path to their destination. Seeing as how Counterpunch's car mode is a race car, he is a good distance ahead of the VW Beetle Mini-Bot.]

SPIKE: Hey, Two-Face, don't go too far, will ya?!

BUMBLEBEE: Why do you do that?

SPIKE: Do what?

BUMBLEBEE: Call him names, run him down all the time?

SPIKE: Because that's what he is, Bumblebee. He's a Decepticon. You can't trust him, remember? The only thing he cares about is the Crystal. He wants it for himself.

BUMBLEBEE: You don't know what it did to him, Spike. I want to help him.

SPIKE: What for?

BUMBLEBEE: Because. I think I can bring him back. To his old self.

SPIKE: What? Are you serious? He. Is. A. Decepticon. You can't change him.

BUMBLEBEE: And what would you know about it? You're a human, not a Transformer. You wouldn't know a blasted thing!

[Silent pause, as they continue to drive along. Spike pulls out his photo wallet and absently gazes at the Sparkplug and Carly photos inside.]

BUMBLEBEE: I'm sorry, Spike.. I don't know why I said that.

SPIKE: I do. It's the Crystal. I've seen you, Bumblebee. You can't take your optics away from it. You're not refueling, and you're not getting regular maintenance. It's taking a hold of you, Bumblebee. You have to fight it off.

BUMBLEBEE: I know what I have to do, Spike. The Crystal was entrusted to me! It's my mission! Mine! My Own!

SPIKE: (pause) Are you listening to yourself? Don't you know who you sound like?

* * * * * *

[Nightfall, with Bumblebee in car mode and Spike in his sleeping bag. A fair distance away, Counterpunch seems to be arguing with himself. and reveals something weird.]

COUNTERPUNCH: Want it. need it. must have the Matrix-sss. Sneaky filthy Mini-Bot stole it from usss. Wicked, tricksssy, filthsss!

[Counterpunch then transforms to another robot mode; one with a yellow chestplate, slimmer shoulders, a less sinister-looking faceplate. and an Autobot symbol.]

PUNCH: No. Not Bee-Bot.

[He transforms back as the Decepticon Counterpunch.]

COUNTERPUNCH: Yessss. Matrix-sss firsst. They will cheat you, hurt you, lie!

[He transforms again as the Autobot Punch.]

PUNCH: Bee-Bot's our friend.

[Transforms to Counterpunch mode.]

COUNTERPUNCH: You don't have any friends! Nobody likes you!

[Transforms to Punch mode.]

PUNCH: (blocks audio receptors) Not listening. Not listening.

[Decepticon mode.]

COUNTERPUNCH: You're a liar. A thief. A two-faced backstabber.

[Autobot mode.]

PUNCH: (distressed) No.

[Mm-hmm.]

COUNTERPUNCH: Mu-u-u-u-urdere-e-er-r-r-r-r..!

[Yep, you guessed it.]

PUNCH: (desperate) Go away.!

[Once again.]

COUNTERPUNCH: "Go away?!" HAH! Right.

[And again.]

PUNCH: I hate you.!

[*sigh..*]

COUNTERPUNCH: Where would you be without me? Counterpunch? Counterpunch?! I saved us. It was me. We survived because of ME!

[*yawn.*]

PUNCH: (gets glint of self-confidence) Not. anymore.

[Am I still needed here.?]

COUNTERPUNCH: (pause) Whatdidyousay.?

[Can I go on my break.?]

PUNCH: Bee-Bot looks after us now. We don't need you.

[I'm not getting an answer.]

COUNTERPUNCH: What?!

[Oh, what the hey, I'll wait it out.]

PUNCH: Leave now. and never come back.

[.]

COUNTERPUNCH: NO!

[.]

PUNCH: Leave now.and never come back.

[.]

COUNTERPUNCH: AAAAAARRGGHH!!!

[.]

PUNCH: Leave Now. and Never Come BACK!!!

[.]

[Oh, is it my turn again? Oh, sorry. *ahem*]

[Period of silence. as Punch does NOT transform back to Counterpunch mode again. A wide joyful expression washes brightly over his faceplate.]

PUNCH: We. we did it. We told him to get lost. and he's outta here! Look out, Matrix-sss; Punch is back!

[The next day, Spike has awoken, and Bumblebee is lying sprawled against a low wall in robot mode, barely aware of his surroundings. Punch suddenly appears. and drops a pile of raw sustenance on Bumblebee's lap, jerking him awake.]

PUNCH: Check it out! We got us some energy!

[Bumblebee gives a long-suffering look to Spike, who gives a casual glance and a disinterested sneer, not caring that Punch is in a different look.]

PUNCH: And we found this place hidden somewhere in the planet; had really rare organic life! Rich of this stuff that fleshy consumes, called food!

BUMBLEBEE: Organic life on Cybertron?

[Punch tosses a dead rabbit to Spike.]

SPIKE: Oh, for the love of.!

[Punch takes another dead rabbit and snaps its spine.]

PUNCH: Tender and juicy; we understands that's the way you fleshies like it!

SPIKE: Cut it out already! You're making me sick, behaving like that. (grabs the rabbits) There's only one proper to prepare these things for eating.

[Minutes later, Spike is fixing up a stew in a pot over a cooking fire, while Punch screeches in horror.]

PUNCH: What in the Pit are you doing? Stupid, soft-skinned fleshy! You ruins the blasted thing!

SPIKE: What's to ruin? There's hardly any meat on the things. (stirs stew in pot) What it could use is a few good taters.

PUNCH: (confused) "Taters"? What's this taters? Huh?

SPIKE: Po-Tay-Tos?! Boil 'em? Mash 'em? Stick them in a stew? Mmm. Lovely big golden fries, with a nice piece of fried fish, just like back at home.

PUNCH: Pffft!

SPIKE: Don't tell me you got a problem with fish 'n' chips.

PUNCH: Oh, YEESSS, we do! Spoiling fish like that?! Don't you care for the thrill of the hunt? Get your fish raw. and wriggling! Forget those nasty fish 'n' chips!

SPIKE: (rolls eyes) You're pathetic. *sigh..* You could at least help with the food.

[Bumblebee has barely even been paying attention to the tiff between the human and the Transformer, and wanders a short distance away, noticing some activity stirring in a nearby gulf, a deep level from their "ledge". Spike looks around and notices Bumblebee is not with them. He removes the small stewing pot from the fire, puts it out - never leave a campfire unattended, folks ;) - and joins Bumblebee. Punch also follows.]

SPIKE: Bumblebee.? What is it?

[The trio peer carefully over their ledge, and into the gulf, where they spot a vast army of Insecticons marching in tight formation.]

PUNCH: More soldiersss, working for Megatron. They're being led to Cybertropolisss. Megatron is gathering as many forcesss as he can.

SPIKE: Armies? You don't mean.

PUNCH: Yesss. In preparation for the war. The last war that will threaten to cover the planet, and the universe, under Decepticon rule.

BUMBLEBEE: Not my kind of life.

[Bumblebee and Spike observe the Insecticon army, not noticing Punch sneaking away. when from unseen sources scattered from all over the nearby region, barrages of fire ring out and pepper the Insecticons. The Insecticon swarm begins to fight back against their hidden foes, plunging the whole gulf into chaos.]

BUMBLEBEE: We've stuck around too long. Let's get moving.

[Just as they are about to leave, Spike runs straight into an Autobot, dropping back sharply to the ground. Bumblebee attends to him, when he and Spike are surrounded by a guerilla squad of Autobots, weapons aimed at them. Entering the fray is the unit captain, a red Autobot with a blocky physique and a window-like panel on his chestplate.]

IRONHIDE: Lock 'em up, boys.

* * * * * *