CHAPTER NINE: THE BATTLE FOR THE ALLSPARK, PART TWO

"All organic life is fundamentally flawed; that is a constant fact throughout the cosmos...but nowhere is it more apparent than on the planet Earth. These pathetic humans and their pitiful civilization disgust me, more so now than when I first laid optics upon them, simply because of the fact that their feeble gelatinous processors cannot grasp the most simplistic solutions to their problems; they lack the pure, machine-like clarity to do what is logical, and, instead, allow organic hormone-based 'emotions' to cloud their judgement. Their inability to grasp the simplest of solutions is laughable. Famine? Re-direct resources away from non-productive citizens. Natural disaster? De-construct existing shelters for raw materials to create ones better capable of enduring harsh conditions. Plague? Destroy the infected. Perhaps once the crises are averted, one can afford the luxuries of lamentation, and even regret that extreme measures were necessary...but these stupid organics lament their falling civilization, while doing nothing decisive to avert the fall. There is one simple solution, though no organic will ever conceive of it: peace through tyranny." – Megatron, Supreme Decepticon Lord.

New York City, New York, November 14, 2007

It was early in the morning when Fisk led them to one of his warehouses on the east side, with the rising dawn casting eerie shadows across the street. As Fisk's limo pulled up to the warehouse, Spider-Man touched down nearby, as the Autobots all came to a stop in front of the warehouse. "What you're looking for is in here." Fisk said, as the Autobots all transformed. "I don't know why you want it; I've never been able to figure out what it does..."

"You wouldn't have been able to, Fisk." Optimus said. "The Frame-Module of the AllSpark has no power of its own; it exists to control and regulate the spark-energy of the Core-Module – without it, the Core's energy is wild, and unpredictable; whatever energy it imparts on its own is short-lived, at best."

Fisk's eyebrows arched, as he smiled slyly. "So there's another thing like this, elsewhere..."

"Don't get any ideas, Shamu." Spider-Man warned. "Earth is in enough trouble from power-hungry psychos wanting it."

"You heard 'im, pal." Ironhide growled. "Just open the Cog-damned thing, 'fore we get fritzed." At that, Fisk's eyes narrowed...before he moved to the warehouse door, and keyed in his security code; automatically, the doors slid open...

...revealing a massive, cube-shaped metallic frame-work, dwarfing even the Autobots, with large, cubic gaps in the frame of the metal, and countless alien glyphs etched into it.

Elita's hands went to her speaker. "Merciful Primus..." she whispered.

Slowly, reverently, Optimus walked towards the AllSpark's Frame-Module, stopping before it, kneeling humbly. "...and the All-Creator did say, "By my life, I give thee all life; my spark to give thee spark; my will to give thee choice." And lo, from AllSpark came new life...and Primus saw that it was good." he quoted.

"Thus say we all..." Jazz murmured.

Even Spider-Man was humbled, as he gazed upon it. This was a divine artifact; the very thing that had given the entire Transformer race life...

Fisk smirked. "I see that it is of great value to you." he said. "What's it worth to you?"

At that, Optimus turned, fixing Fisk with a glare that could have made even Megatron bust an O-ring, before getting to his feet, and walking over to Fisk, looming over him. "The fate of your entire species is at risk...and all you care about is your own profit?" he boomed. His optics narrowed. "We have a word for sentients like you, Wilson Fisk."

"Oh, really?" Fisk asked. "And what might that be? 'Entrepreneur'?"

"No." Optimus boomed, leaning down to glare Fisk right in the eye, his voice portraying ultimate disdain.

"Coward."

At that, Wilson Fisk – the Kingpin of Crime, the biggest player in the New York underworld – was struck utterly speechless.

"The AllSpark's Frame-Module makes this entire area a target, Fisk." Optimus continued. "Once Megatron finds out it's here – and he will – he'll be coming after you. You want to know how you profit from us taking it? When we do, he'll be coming after us, instead."

Sunstreaker frowned. "As if he wasn't, already."

Fisk gulped. "Fair enough."

"Good." Optimus said. "Now go, and may Primus save you...if it is right that He should." With that, Fisk scowled, before he turned, and headed to his limo.

Spider-Man blinked. "Optimus?" he whispered. "Can...can I carry your books home after school?" He paused briefly. "For the rest of my life?"

Ironhide chuckled. "Kiddo," he said, "if'n we don't get the Frame-Module out of here, that ain't gonna be long."

"Ironhide is correct." Optimus said. He tapped the side of his helmet, activating his radio. "Prime calling Aeon."

"Blaster here, Prime! What's the download, Big O?"

"We've located the Frame of the AllSpark, and we need an immediate beam-out." Optimus answered.

"No can do, Chief! That baby's kickin' up one SERIOUS residual energy-field; the Aeon can't get a fix!"

Optimus frowned under his face-plate; that also meant that the Aeon wouldn't be able to give air-support. "Notify Skyfire; tell him we need to air-lift the Module out of here!" he instructed. "Skyfire has orbital flight capabilities, and we may need Powerglide on the surface."

"10-4, Fearless! 'Fire's got the shout-out; ten nano-cycles from now, you'll be prime, Prime!"

"Good work, Blaster; inform Skyfire to wait for further instruction once he's within city limits. Prime out." Optimus said.

"Sounds like we've gotta keep the 'Cons off our afts for ten nano-cycles." Sideswipe said.

"Correct." Optimus replied, before switching on his radio again. "Captain, what's the status on the evacuation?"

"We've got the immediate area around you mostly cleared, Optimus," Cap replied, "but it's slow going, even with Ratchet, Prowl, Hound, Wheeljack and the X-Men assisting."

"Understood." Optimus said. "Do what you can; with any luck, we can e-vac the AllSpark's Frame before..."

Suddenly, another voice came in over Optimus' radio. "Optimus, this is Reed; can you hear me?"

"Prime here, Dr. Richards. What's the situation?" Optimus asked. "Have you recovered the Core-Module?"

"I'm afraid that Megatron beat us to it, Optimus." Reed answered. "He got a hold of it before we could, and used it to transform the modified Doombots into his own private army, before taking off...and you don't have to be a genius to figure out where he's headed!"

"Slag." Optimus cursed. "Contact the Aeon; have Blaster 'port you, your team, and the Dinobots to New York – this is going to get ugly."

"Understood, Optimus. Reed out."

Spider-Man noticed Optimus' expression. "More trouble, right?" he said. "Let me guess...Megs found the other part of the AllSpark, and is heading here to get this part."

"Along with an army of transformed Doombots." Optimus said.

"Of course he is."

Sunstreaker groaned. "It's official: things could not get any more slagged-up than they already are..."

"We've got incoming!" Elita exclaimed. "Three Decepticon signatures; two in the air, and one on the ground!" She paused. "It's Barricade, Blackout, and Starscream, all closing fast!"

Optimus' optics narrowed. "Defensive positions, Autobots!" he ordered. "We have to keep them off this position!"

Spider-Man glared at Sunstreaker. "You had to say it, didn't you?" he muttered, before he followed Optimus and the other Autobots, to repel the incoming Decepticons...

XXXXXXXX

A few minutes earlier

By the time that Starscream, in vehicle-mode, had entered New York City airspace, he could detect Blackout and Barricade on his sensors, circling the city; perfect. "Starscream calling Blackout and Barricade; new orders from Megatron – we are to proceed to eastern industrial sector and engage the Autobots."

"I didn't hear anything about any new orders, Starscream." Blackout replied.

"They just came through; Soundwave verified it, himself." Starscream countered. "Authorization code Epsilon-5-Viron-Sigma-Niner."

Barricade paused over the radio. "Well, it looks like it checks out..."

"Hang on." Blackout muttered. "I was just talking to Soundwave, a few nano-cycles ago, 'Screamer; he never mentioned any 'new orders'."

"That's because he hadn't received them, yet, Pit-spawn." Starscream snapped. "As soon as I got in range, Soundwave contacted me."

"Well, why didn't he contact any of us?" Blackout shot back.

Starscream bit back a curse; Blackout wasn't buying it. "Listen, slag-pile, if you want to explain to Megatron why we lost the other part of the AllSpark because you were questioning his orders, that's fine with me." he snarled. "Where do you think the Autobots were heading? If we secure the second component of the AllSpark, victory is assured!"

"Hate to say it, Black, but 'Screamer's got a point." Barricade said. "Lord Megatron said that we were to hold positions until he secured the AllSpark's Core...but we'll be showing some initiative by securing the Frame for him!"

Blackout muttered to himself under his processing...before he said, "Very well; we will proceed. Altering course to intercept."

As his sensors showed his two 'comrades' altering course, Starscream chuckled to himself. The fact that Megatron employed such buffoons was proof of his inferior leadership...which Starscream had every intention of rectifying...

...as soon as he got rid of them.

XXXXXXXX

As he caught sight of the two airborne Decepticons on the horizon, a single thought went through Spider-Man's head, underneath the background noise of his spider-sense going completely gonzo.

'Oh, crap.'

As Optimus, Ironhide and Elita opened fire on the diving F-22, it shifted into the menacing metal form of Starscream, who took aim with his wrist-mounted missile-launcher, firing a full barrage. "Scatter!" Optimus ordered, and Spider-Man and the Autobots promptly spread out as the missiles hit, blasting the surrounding empty buildings apart.

As Starscream touched down, Spider-Man fired a web-glob at him, gumming up his optics, before hopping up on top of his head. "Hiya, Screamy! Guess who?"

"YOU!!" Starscream roared, ripping off the web, before swatting at Spider-Man, who leapt away...giving Elita enough time to paste Starscream with an EMP-surge, stunning him, before Optimus sent him flying with a laser-rifle-blast.

By then, Blackout had caught up with the former Air Commander, and had fired his own salvo of air-to-ground missiles, reducing the already-torched immediate area to rubble...but missing Ironhide, who returned fire. Blackout managed to evade most of the shots, but one cannon-shell took him square in the nose-cone, forcing him to transform, landing on the ground. As Ironhide charged at him, Blackout met his charge, before slamming his knee into Ironhide's torso, following the attack with a hard left hook, which Ironhide blocked, countering with a metal head-butt, dazing Blackout and pushing him back...giving Jazz the opening he needed, as the Autobot ace gunner peppered Blackout with a maelstrom of bullets, forcing him to transform and fly off.

As Jazz popped a fresh ammo-clip into his machine-gun, he was sent flying by a charging police-car, before Barricade transformed, extending his bladed flails, ready to smash the hated Autobots. Sideswipe and Sunstreaker both opened fire at him, but Barricade rolled to the side, retracting one flail, and morphing his free hand into a missile-launcher, firing on the two Autobot assault experts, forcing them to dodge to the side...giving Barricade a free shot at the recovering Jazz. Barricade smiled savagely, as he extended his other flail, stomping towards Jazz...

...and tripping over his feet, falling flat on his face.

Spider-Man chuckled as he let go of the web-lines he'd fired across Barricade's path. "Man, that trick always works!" he laughed. "All yours, Jazz!"

Laughing, Jazz stood up, and took aim at the recovering Barricade. "So long, scrap-head!" he declared, before unloading a full clip at Barricade, tearing chunks out of his armor and sending him flying.

After Starscream had recovered, he'd quickly assumed vehicle-mode and flown off, evading a rain of laser-fire from Optimus' rifle. His optics narrowed, Optimus quickly loaded another shell into his shoulder-cannon...and waited, watching the skies for the heat-signature of an F-22...

To the left!

In less than a fraction of a nano-cycle, Optimus spun to his left, extended his cannon and fired at the approaching Starscream, who had already transformed and was readying a missile-salvo. Starscream's single red optic went wide...as he barrel-rolled to the side...causing the shell to sear past him.

Optimus scowled to himself; "Spark-Smasher"-Class shells had many advantages – high speed, high damage, heavy stopping power – but their one real limitation was the lack of any target lock-on ability...which was sorely felt against a 'Con as fast as Starscream.

As Starscream rolled to the side, his missile-salvo fired wide...missing Optimus completely...but heading towards a nearby city-block, just a few feet away from where Spider-Man and Jazz were...

Spider-Man was just about to web-zip out of there...when he heard a faint sniffling. Turning, Spider-Man's eyes went wide, as he saw a little girl, no older than 9 or 10, standing on the sidewalk, holding a little Calico kitten...

...standing right in the path of Starscream's missiles..!

Jazz saw her, as well, his optics going wide. "PRIME!! Anti-air cover!!!" he shouted, as he ran in front of the little girl, standing between her and the projectiles, opening fire and shooting every single missile down with expert accuracy.

Starscream smiled wickedly, as he saw his chance. "Open fire!!" he shouted to the recovering Blackout and Barricade. "Bring the Autobot scum down!!" With that, all three Decepticons fired multiple missile salvos at the pinned-down Jazz.

"AUTOBOTS!! Back him up!!" Optimus thundered, as he and the other Autobots targeted the missiles and opened fire, shooting many of them down...but not all of them...

"Web-Head!!" Jazz shouted as he kept firing. "Get the kid out of here!!" Spider-Man didn't need any more instruction; he darted behind Jazz and scooped the little girl and her kitten into his arms...

His optics narrowed in determination, Jazz kept firing, until only ten missiles were left coming at them...then nine...then seven...five..!

CLACK!

Jazz's optics went wide with horror as his gun-barrel jammed...before they narrowed in determination, as he braced himself to take the brunt of the blast, and give Spider-Man and the kid a chance..!

BOOOOOOOM!!!

The missiles took Jazz square in the torso, sending him crashing into the building behind him, absorbing enough of the blast so that only the shockwave sent Spider-Man and the little girl flying to the side. Spider-Man managed to land on his back, skidding a few feet; his back ached, but at least the kid and her kitten were okay. "Ugh...you alright, sweetheart?"

"Uh-huh." the little girl whimpered. "T-These nice people in black costumes came to our house and we had to leave..." she hugged her mewing kitten a bit closer, "...b-but I couldn't leave without Mittens..."

'The X-men.' Spider-Man thought. "Sweetheart...can you get home from here?" he asked.

The little girl nodded. "Mommy and Daddy said they'd wait."

"Then run home, honey; as fast as you can." Spider-Man answered. "We'll just keep these bad metal bozos busy."

"Okay." the little girl said. "Thank you...and I hope Mr. Robot is okay!" With that, she hurried off.

'Oh, man...JAZZ!!' Spider-Man thought, darting over to check on his fallen comrade...but stopped as Barricade stomped into view.

"Bet you thought that little trick was pretty funny, huh, squishy?!" Barricade roared, as he morphed his hands into automatics. "Well, it won't be as funny as me smashing you into a..!!!"

BLAM!!!

Barricade's threat was cut off as a plasma-energy blast sent him sprawling, as a silver-armored mech, a tiny bit shorter than Bumblebee, stomped into view, its left arm changing from a plasma-cannon into a regular hand. Unlike other mechs, though, instead of a head, this one had an opaque, black-glass dome...which suddenly turned transparent...

...revealing none other than Mary-Jane sitting in the mech-suit's cockpit, clad in a silvery bodysuit, a headset clipped over her head, as she worked the controls, an angry expression on her face. "Keep your metal mitts off MY man!!!" she shouted over the speaker, before sending Barricade flying with a punch, her mech-suit's dome going dark, hiding her identity, once more. Snarling, Barricade started to get up...but he was sent flying as a 1975 Camaro plowed into him, before Bumblebee transformed and pasted him with his plasma-spreader, knocking him back another fifty feet. Slowly, Barricade stood up...

...and saw the furious cobalt optics of Optimus Prime.

Optimus' optics narrowed; enough was enough. He separated his rifle into two revolvers, clipping one to his side, before extending his wrist-blade...and charging straight at Barricade, full-force, before driving the ion-edged sword-blade deep into Barricade's torso...right into his laser-core. But the Prime didn't stop there; he brought his revolver up, pointed it at Barricade's head, and fired, point-blank.

The shot sent the Decepticon flying back, gone before his empty shell even hit the concrete, his spark utterly overloaded, as his metal corpse clattered to the ground like so much scrap.

Blackout's optics widened in horror as he saw Barricade go off-line. "Fall back!!" he shouted, before he shifted into vehicle-mode and flew off. Snarling in fury, Starscream followed him.

The crisis averted – albeit momentarily – Spider-Man turned to Mary-Jane and her mech-suit. "MJ...what the hell?!"

Inside the suit, Mary-Jane chuckled, gesturing to her cast-iron duds. "You like?"

"What are you doing here??" Spider-Man cried.

"Helping you."

Spider-Man was about to reply, to tell her how absolutely nuts she was...when an electronic groan came from the rubble of the ruined building. Spider-Man's eyes went wide, as he ran to Jazz's side...and stopped dead in his tracks as he saw him. "J-Jazz..?"

Jazz's upper body was in fairly good condition...though his blue visor was flickering. "Ugh...that you, Web-Head?" he groaned. "Did the kid get clear?"

Spider-Man could barely speak. "Y-Yeah."

"Good." Jazz said. "I'm okay...'cept that blast shorted out m' optics...they're bootin' back up now...an' I can't get any feedback on m' legs. How bad is it, kiddo?"

Spider-Man looked at Jazz's lower body; his legs were twitching weakly, with exposed wires sparking...from where his upper and lower body were separated by about a foot.

Mary-Jane suppressed a sob.

"B-Bad?" Spider-Man stammered, weakly smiling. "You're...you're fine, pal; never looked better! You...you just got your paint dinged a little, that's all..."

Jazz chuckled. "Word of advice, kiddo; don't try to pull a fast one on a mech that can detect stress-levels in vocal patterns." he said...before his tone turned grave. "It's...it's bad, isn't it?"

By then, the rest of the Autobots had gathered around their fallen comrade. "Oh...oh no..." Elita murmured softly.

Jazz groaned. "Well, that answers that question."

Optimus quickly switched on his radio. "Ratchet!! Get your aft over here, NOW!!!" he ordered. He then turned his gaze to Jazz. "Just...just take it easy, old friend; don't try to move..."

"Ratchet here, Prime. What's the situation?"

"Jazz is hit!" Optimus said. "Get a Core-support kit over here, now!!"

"Understood, Prime! I'll be there in a nano-cycle! Ratchet out!"

Optimus then switched frequencies. "Prowl, what's the situation?"

"The immediate area around you is clear of civilians, Prime, but we don't have enough time to evacuate any more of the city." Prowl replied. "Dr. Richards and his team, along with the Dinobots, have just 'ported to our location...and just in time; we've just picked up Megatron's signal – he and his new toys are headed straight for you, along with the rest of the 'Cons."

Optimus' optics narrowed, as he broadened his transmission. "This is Prime to all Autobots and allied forces; fall back towards our position – the Decepticons are headed for us, and we need to hold them off long enough to get the AllSpark's Frame out of here. Prime out."

With the re-deployment taken care of, Optimus turned to Bumblebee and Mary-Jane. "Miss Watson...what in Primus' name are you doing here?" he demanded, his optics narrowed. "And I remember giving you specific orders to take her to her home, Bumblebee..!"

"This is my world, too, Optimus." Mary-Jane replied. "I have to help protect it, in whatever way I can. That's why Spike lent me this thing."

"She's actually pretty good, Prime; she seems to have gotten a good download on the training-program," Bumblebee said, "and right now, we're down one mech..."

"I'm not scrap yet, 'Bee!"

Optimus groaned...before he nodded. "We'll discuss this later, Bumblebee." he said, before turning to MJ. "For the moment, Miss Watson...you may assist."

Inside her mech-suit's cockpit, MJ smiled. "I won't let you down, Prime!"

By then, Ratchet in vehicle-mode had arrived; as he shifted into robot-mode, he caught sight of the fallen Jazz, and his optics widened...before narrowing determinedly, as he got to work. He quickly knelt by Jazz, taking out an electronic device and affixing it to Jazz's torso. "Jazz, this will re-direct Energon flow so you don't drain out," he said hurriedly, "but you need to initiate stasis-lock, right now; that should slow energy-depletion enough for us to get you aboard..."

"No, Ratch." Jazz said. "No s-lock; pal of mine went into stasis during the 'Cons' incursion into Kren-Dar Two – damn 'Cons popped him the second he went in. Not doing it."

Ratchet's optics narrowed. "Cog-dammit, Jazz..!"

"He's right, Ratchet." Optimus said. "This place is about to become a hot-zone; in stasis, he'd be a sitting drone."

Ratchet slowly stood up, looking his Commander in the optic. "Prime...if he doesn't conserve energy enough to last him until we can get him on the Aeon, I can't save him..!"

"'S okay, Ratch." Jazz murmured. "Knew the risks...someone's gotta watch yer afts..."

Ratchet suppressed a groan...before he nodded. "Power-down all non-essential systems except for sensors; only power-up combat systems if a 'Con is practically right on top of you...and you might still have a chance."

Jazz nodded, as he hefted his machine-gun into his hands. "Got it, Ratch; I'll stay put, and hope that none of the 'Cons notice me."

Optimus looked grim. "Hang on, Jazz; we'll have you out of here, soon..."

"Don't worry, Prime; I'm not plannin' on goin' off-line...not like this."

Optimus smiled weakly...before his optics narrowed in determination. "Autobots: TRANSFORM AND ROLL OUT!!" he ordered; at that, every Autobot shifted into vehicle-mode, as MJ's mech-suit shifted into a high-tech-looking motorcycle, before driving off to meet up with the others, as Spider-Man fired a web-line, and swung after them.

After a few minutes, the Autobots met up with the Ultimates – including the Hulk – the X-Men, Doctor Strange and the Fantastic Four, along with Prowl, Hound, Wheeljack, and the Dinobots, just a few blocks away from the Frame-Module's location. "So, what's the plan, Prime?" Prowl asked.

As Optimus and the other Autobots resumed robot-mode, Optimus checked his internal timer...and frowned to himself. "Try not to get scrapped for the next five nano-cycles."

Hawkeye chuckled grimly. "Always a good idea."

"A simple plan," Strange agreed, "but in this situation, simplicity is best."

The Hulk frowned. "Just leave smashing to Hulk."

"Easy, big guy." Iceman quipped. "Plenty of smashing to go around."

"No kidding." Wolverine grumbled. "Von Doom just had to build better Doombots, didn't he?"

"With Megatron bringing reinforcements, we're going to need air-support..." Cap said.

"No, Captain." Optimus said firmly. "No Earth technology. Now that Megatron has the Core-Module, he can – if only temporarily – transform Earth's machines; if any military vehicles enter the kill-zone, they'll be in danger."

"Prahm's right." Ironhide grumbled. "Fer now, we're on our own."

Marvel Girl's eyes went wide. "So...what will we do?"

"Like Prime said, Jean," Quicksilver said, "try not to get killed."

Cyclops frowned. "Always easier said than done."

"If only we just had some way of neutralizing those drones." Reed said. "Damn you, Victor..."

Suddenly, Optimus picked up an incoming transmission on his radio...and his optics narrowed as he identified the sender. He put it through to his holographic imagers, projecting a hologram of the sender from his optics. "What do you want, Victor von Doom?" he snapped.

The holographic Doom folded his arms. "The great Optimus Prime." he replied. "We meet at last."

Sue's eyes narrowed at the hologram. "You've got some nerve, contacting us now, Victor!"

"Prime, the Aeon's locking a targeting solution onto his location, now!" Prowl said. "Give the word, and we'll fry him!!"

"Wait your turn, Prowl!" Cap shouted. "Doom, you give us one good reason not to drop a nuke on you, right now!!"

"Aside from the fact that you have more pressing concerns," Doom said, "I am about to give you all a sporting chance against Megatron."

Shadowcat blinked. "What??"

"You want to help us??" Wasp added.

"Nice try, Doomsie," Ben rumbled, "but we ain't buyin' it."

"He's just blowin' steam." Johnny agreed. "Prowl, give him the business!"

"Though I knew that Megatron's betrayal was imminent," Doom continued, "I had initially assumed that I would terminate our agreement first...but Doom leaves nothing to chance."

"What are you saying?" Iron Man asked.

"When I built my new Doombots, I based them largely on Decepticon structural readouts...but I installed my own modifications..." Doom replied, "...including a means of countering Megatron's treachery."

Reed's eyes widened. "A failsafe?"

Doom nodded. "I discovered that it was possible to broadcast a signal that should shut down the Doombots' systems." he answered. "This programming is hard-wired into their core memory; it is unlikely that Megatron knows of it."

"So why didn't you broadcast the signal?" Hound asked.

"My own systems are currently inoperable, machine; it was challenging enough to contact you."

Thor's eyes narrowed. "Methinks this doth sound odd, my friends. How can we be sure that this 'agreement' truly is terminated?"

"Thor's right, Doom." Scarlet Witch agreed.

"Why should we trust you?" Storm added.

"Because you currently have no other option." Doom replied. "This signal should deactivate the drones..."

"'Should'??" Giant Man exclaimed. "You don't even know?!"

Doom's eyes narrowed. "Though I am certain of its efficacy on my Doombots, Pym, I did not anticipate the...unique nature of Megatron's subversion. The signal will deactivate them...but I cannot guarantee that it will be for long." he answered. "However, since the Doombots are so closely based on the Decepticons, it is entirely possible that this signal will – if only momentarily – disable them, as well."

Optimus' eyes widened. "You're certain of this?"

"Absolutely." Doom said. "Be noted, however, that the systems of Megatron and his ilk are undoubtedly more robust; at best, you will only have a few seconds...but it should be enough to disarm Megatron."

Reed's eyes narrowed. "You still haven't answered our question, Victor." he said. "Why should we believe that you want to help us?"

"I don't wish to aid you, Richards," Doom said, "but these machines have made the grave error of thinking Doom a fool." His eyes narrowed. "I intend to make them regret it. I am sending the signal to you now; do with it as you see fit – my conscience is clear on the matter." With that, the transmission ended.

Spider-Man shook his head. "'Doom' and 'conscience'...there's two words I never thought I'd hear in the same sentence."

"Bug-human right." Grimlock said. "Doom-human need serious de-bugging."

By then, Reed had downloaded the file to his PDA, going over it...and his eyes widened. "Wheeljack, take a look at this!"

At once, Wheeljack downloaded a copy of Doom's file. "Hey...this could work!" he exclaimed. "Based on these schematics, it looks like Doom's drones contain an auxiliary power-generator similar to a laser-core; that's how Megs must have taken control so easily – the schematics were based on his design!"

"Your point?" Hawkeye said.

"Doom seems to have stumbled onto an Ultra-High Frequency signal that triggers a 'Con's laser-core to go into recharge-mode." Wheeljack explained. "Every Transformer, 'Con or Autobot, has to power-down their cores in order to recharge...and this signal must trigger that specific subroutine!"

"Wait..." Shadowcat said, "...you're saying that we can put them all to sleep??"

"Only momentarily." Reed said. "The Decepticons' recharge-cycles must be precisely timed, so if they power-down ahead of schedule, their systems will likely boot them up again, right away..."

Wheeljack nodded. "...and Megatron will undoubtedly jam that signal, as soon as he figures out what we did..." he continued, "...but it should give us enough time to get the Core-Module away from him!"

"What will you need to broadcast?" Optimus asked.

"We'll just need an antenna, since we'll only be broadcasting over this immediate area." Reed said, before pointing to a nearby rooftop, with a single satellite dish atop it. "That should do!"

"Wheeljack, help Dr. Richards and his team set up the broadcast." Optimus instructed. "As for the rest of us, we'll have to hold the Decepticons back, for as long as we possibly can!"

"Good plan." Hawkeye said. "And just in time, too...'cause here they come!!"

XXXXXXXX

A few minutes earlier

After falling back to the rendezvous point at the west side of the city, Starscream scowled as he saw Soundwave pull up as he and Blackout touched down, while Astrotrain circled the area above. "On whose authority did you two attack?!" Soundwave snapped, his normally-monotone voice edged with anger.

Blackout blinked, confused. "Why...why yours, Commander..." he stammered. "Starscream notified us that Lord Megatron had given you further orders..."

"I gave no such orders, Blackout."

Starscream felt his spark pulse with rage as Megatron dropped out of the sky, transforming and landing on his feet. "M-My Lord!!" Blackout stammered.

Megatron's red optics narrowed. "You should have known better than to trust Starscream, Blackout." he reprimanded...before his malevolent gaze fell to Starscream. "Your treachery is exceeded only by your incompetence, Starscream."

Starscream thought fast. "L-Lord Megatron, I only though..."

But he was cut off as Megatron grabbed hold of his neck, and pulled him up to glare at him. "Do you think I am blind to your ambitions, Starscream?!" he roared. "Your treachery cost us Barricade, and it would have cost us Blackout, had he not had the sense to withdraw!!" His face twisted in a terrifying scowl. "You have outlived your usefulness, my former Air Commander; if we did not have need of every decent fighter in this campaign, I would scrap you, here and now...but I suggest that you pray to be scrapped honorably in battle, today, Starscream...for if you are not...I will rip out your spark myself"

As he held up the glowing Core-Module, Megatron smiled cruelly, finishing his sentence. "...and replace it with a more loyal one."

"Your orders, Lord Megatron?" Soundwave asked.

Megatron smiled savagely, as he released Starscream. "Today, my friends, we will claim what always should have been ours, and rid ourselves of Optimus Prime and his Autobots once and for all!" he declared. "Astrotrain, you and the Constructicons will attack after our new drones engage the Autobots and the humans, followed by the rest of us!"

Laughing, Megatron raised his arms to the sky...as countless transformed Doombots swarmed from the reddening sky, flying towards the Autobots' location. "The war ends TODAY!!" he crowed, before he transformed, and flew off, his voice stirring the others to action.

"DECEPTICONS, ATTACK!!!"

XXXXXXXX

"...here they come!!!"

Almost instantly after Hawkeye's exclamation, a massive swarm of transformed Doombots dove out of the sky, heading straight for them. "Autobots, you are weapons-free! OPEN FIRE!!!" Optimus shouted, as he drew his revolvers and combined them into a rifle.

That was all the signal that their little band needed.

As the drones drew within weapons-range of them, starting to open fire in an endless rain of laser-blasts, they were met with equal firepower; Thor hurled lightning bolts, Iron Man unleashed repulsor rays and missile barrages, Scarlet Witch fired hex-bolts, and Wasp let loose bio-electric blasts, joining with the Autobots' laser-fire to bring down dozens of drones...but more kept coming.

As the drones started to touch down, Quicksilver darted to and from them, unleashing high-speed-boosted punches, sending them flying, one right after another...but the drones quickly recovered, locking their weapons onto him, ready to fire at his next pass...

...and were melted into molten slag as Doctor Strange sent a wave of ethereal fire blazing through them, supplemented with Hound's machine-gun fire. As several drones hopped onto Hound's back, Dr. Strange levitated them right off, allowing Hound to grab them and toss them into another cluster of morphed Doombots.

As one drone swung at her, Shadowcat simply phased herself through it, shorting it out. Turning, she saw two more come at her...but they were quickly snapped up in the metal jaws of dino-mode Grimlock. "Human make Decepticons break with touch!" he boomed, lowering his head. "Me Grimlock say human make me Grimlock do same!"

Behind Grimlock, Slag grunted in assent. "Me Slag say me smash drones when Grimlock and human break!"

Shadowcat quickly caught on. "Okay!" she agreed, before she hopped onto Grimlock's back, as the Dinobot leader began to stomp towards a large cluster of drones. Shadowcat closed her eyes, concentrating...and phased them both.

As Grimlock stomped through the cluster, every single drone that he touched shorted out...seconds before a stampeding Slag smashed them to bits.

Coming to a stop, Grimlock laughed. "Human scrap good!"

Shadowcat chuckled. "Well, I do what I can..."

But she got no further, as several high-powered blasts knocked her and Grimlock back...as the Constructicons stomped into view, still badly damaged from their previous battle.

As the Constructicons opened fire, Grimlock dodged to the side, getting Shadowcat out of the way...and giving Prowl the opening he needed, as the Aeon's XO unleashed a rain of bullets on the Constructicons, momentarily pinning them down...seconds before a loud roar cut the air. "Hulk smash robots!!!" the Hulk exploded, running full speed at the Constructicons, and proceeding to beat seven kinds of slag out of them.

As the Hulk wailed away, Prowl quickly darted to the side, evading a salvo of missiles, as Astrotrain transformed and touched down. Strafing to the right, Prowl peppered Astrotrain with laser-blasts, but his shots spanged harmlessly against the Decepticon's thicker armor. Astrotrain returned fire with another missile-salvo, sending Prowl flying...but the attack forced Astrotrain to take his attention away from Sludge; transforming, the Dinobot charged at Astrotrain and jabbed his lance right through the Decepticon's shoulder-joint. Roaring in pain, Astrotrain kicked Sludge away, before transforming, and flying off.

Near the rooftop antenna, Reed and Sue were hard at work, modifying the antenna to send the shut-down signal, while Ben, Johnny, and Wheeljack kept any curious drones at bay. "Uh, Reed? Sis? Any time, now!" the Human Torch exclaimed, while flame-blasting an incoming drone.

As another pair of drones touched down on the rooftop, the Thing grunted in exertion as his rocky skin absorbed the blast, before he punched it into orbit, as Wheeljack's blaster made short work of the second. "Not to rush you two or anything, Stretch, but it's gettin' kinda hectic, around here!"

As one drone fired on them overhead, Sue repelled its shots, before smashing it with a kinetic pulse. "I don't understand it!" she complained. "We should be getting more signal-strength!"

"This antenna wasn't designed to broadcast this type of signal." Reed diagnosed.

Suddenly, a helicopter flew overhead...before Shockwave shifted into robot-mode, touching down on the rooftop. "Inferior organic!" he sneered, readying his laser-cannon. "Your pitiful intelligence cannot possibly..!"

Wheeljack cut off his tirade with a blast from his weapon, as Johnny pasted him with flames, knocking him back...before the Thing ran at him. "Clobberin' time, metal-head!!" he bellowed, giving Shockwave a solid punch to the torso, knocking him clean off the roof.

"Well, that's one problem solved," Reed said, "but that still doesn't solve how we're going to get this signal working!"

"Try adding more power!" Wheeljack called. "A secondary generator should boost the signal strength!"

Mr. Fantastic blinked. "Where on Earth are we going to find a..?" he began...but stopped as he spotted a low-flying drone. "Oh!" With that, his hand stretched out and grabbed the drone, pulling it in before the drone could even react; in a matter of seconds, Reed had extracted its generator. "Okay...we just need another minute or two..!"

As Blackout flew overhead, Hawkeye peppered him with explosive arrows, while Ratchet fired a spray of bullets from his machine-gun forcing the Decepticon to transform, where Sideswipe and Sunstreaker opened fire on him. Blackout quickly rolled to the side, firing a missile-salvo at them...but the missiles stopped in mid-air, as Marvel Girl telekinetically sent them flying back at Blackout, knocking him for a loop, before Cyclops combined her telekinetic assault with one of his optic-blasts, compounding the damage.

Sideswipe and Sunstreaker quickly moved in to finish Blackout off, but they quickly rolled to the side, as Scorponok burst out of the ground, firing his claw-blasters. Marvel Girl quickly raised a TK-barrier, as Hawkeye fired another arrow, while Cyclops unleashed an optic-blast, striking Scorponok right in his optics, before Ratchet fired a volley into him, causing the mini-bot to screech and dive back into the ground.

As Blackout struggled to his feet, Captain America nodded to Sideswipe and Sunstreaker, before running straight at the recovering Decepticon, while the Twins laid down covering fire. Cap rolled right under Blackout, stopping right behind him, before pulling back his shield, taking very careful aim; this bastard's weak-spot was his power-core, located in his torso...he just needed an opening...

Blackout fired an energy-wave at the two Autobots, but Sideswipe and Sunstreaker dodged to the side, peppering Blackout with bullets, gradually hammering away at his torso-armor, until Blackout sent them sprawling with a missile-barrage, before turning towards Cap...

...allowing the Super-Soldier to get a good look at Blackout's torso, leaking sparking pink fluid from several cracks, dead-center.

There!!

His eyes narrowed, Cap let his shield fly, spinning it like a buzz-saw. Blackout quickly leapt aside, letting it pass by him...

Blackout laughed. "You missed, organic!" he sneered, powering up his energy-cannon. "I'd tell you to work on your aim, but you won't be online long enough to..!"

...and then the shield bounced off a wall, ricocheted off a lamp-post, and hit the concrete before whirling towards Blackout to take him square in the chest, dead-center, burying itself deep in his torso.

Blackout howled in utter agony as his laser-core blew out, utterly destroying his spark, before the Decepticon went lifeless, falling over like a menacing metal statue...

...and the very instant that Blackout fell, as Scorponok burst out of the ground, ready to attack, he, too, screeched in agony, before falling over, utterly offline, without his connection to Blackout to sustain his spark-support systems.

Walking over to the offline Blackout, Cap grabbed his shield and pulled it out. "I don't miss, Decepticon."

After copying Storm's powers, Rogue and Storm both flew up above the battle-zone, generating a miniature hurricane above several dozen drones, while Iceman fired a frigid blast into the mix, freezing the drones solid, and making them an easy target; with a shrill squawk, Swoop dive-bombed the frosty mechs, destroying them with a well-placed missile-salvo. As Swoop climbed back into the air, he was sent spinning down to the ground by a missile-blast, as Starscream shot past, before executing a perfect turn, heading back towards Storm and Rogue.

Her eyes narrowing, Storm gestured, forming numerous mini-tornadoes in Starscream's path, but the Decepticon ace swerved and barrel-rolled away from each and every one. Transforming, Slag and Snarl opened fire on Starscream, clipping his wing, but not enough to stop him; Starscream simply transformed, taking aim at the two flying organics...

...until Wolverine – propelled by Ironhide's throw – landed on Starscream's back. "Remember me, bub?!" he snarled, before jabbing the claws of his left hand into Starscream, while extending his right-hand claws into the air. "Hit me, 'Ro!!"

Her expression mildly regretful, Storm concentrated...and called a lightning bolt down, which automatically struck Wolverine's metal claws, channeling the electricity through Logan and into the howling Starscream, shorting out his boosters and sending him plummeting into a death-dive, throwing the singed Wolverine wide, and landing hard in a pile of rubble. Storm breathed a relieved sigh; she knew Logan would be okay, once his healing factor had time to...

With a loud roar, Starscream burst out of the rubble, standing up.

Next to Storm, Rogue groaned. "Gawd, what's it take ta kill this guy?!"

As Starscream stood up, he was knocked back by a high-powered cannon-shell, as Ironhide charged at him. "Do yerself a favor an' stay down, Screamer!!" he exploded, continuing to unload shells on him...

CLACK!

Ironhide's cannon-barrels suddenly stopped rotating, empty.

Starscream laughed. "Looks like you're out of ammo, old mech!"

His optics narrowing at one "old" joke too many, Ironhide flipped his cannons back onto his forearms...and charged at Starscream with the speed of a mech half his age, before slamming Starscream with a seemingly-endless barrage of steel punches.

"Ah!"

WHAM!

"Don't!"

WHAM!!

"NEED IT!!"

WHAM!!!

The last punch sent Starscream flying a good fifty feet, landing hard in a pile of rubble. "Not too bad fer an 'old mech,' eh, kid?" Ironhide laughed.

After taking care of several drones, Spider-Man felt his spider-sense go off...just in time for him to leap out of the way of one of Soundwave's sonic-blasts. As he touched down, he fired a web-glob at Soundwave, gumming up his optics, giving MJ enough time to paste him with her suit's plasma-cannon. As Soundwave fell back, a panel in his torso popped open...and Rumble and Ravage hopped out.

Spider-Man's eyes went wide. 'Uh-oh.'

As Rumble charge at him, Spider-Man ducked under the mini's powered-up punch, before flipping away, kicking Rumble as he did...phasing the Decepticon for only a second, before Rumble came at him again.

With feral speed, Ravage dashed at MJ, who fired her plasma-cannon at him, but Ravage was simply too fast; in seconds, he had closed on her and had hopped up onto her suit's back, his claws bared...but MJ grabbed him and threw him off.

Seeing the airborne Ravage, Spider-Man saw his chance; he quickly fired a web-line, snagging Ravage, before throwing him into Rumble, sending them both flying. As his spider-sense went off again, Spider-Man turned to see Soundwave readying another pulse...but he was sent sprawling as Bumblebee blasted him with his plasma-spreader. "Thanks, 'Bee!" Spider-Man exclaimed.

Bumblebee chuckled. "No problem, Web-Head..!" he began, but he was cut off as a high-powered blast sent him flying...as Megatron shifted out of vehicle-mode, touching down on the street.

"I commend you for your resilience, Parker," the Great Slag-Maker snarled, holding the glowing Cored-Module in one hand while morphing the other into a cannon, before taking aim, "but you've pestered me long enough!!" With that, he started to power his cannon...

...but a Decepticon-sized Giant Man promptly tackled into Megatron, momentarily knocking his cannon offline, giving Spider-Man, MJ, and Bumblebee time to get clear. Roaring, Megatron got to his feet, glaring at Giant Man. "What? Am I supposed to be scared?" Giant Man mocked.

"No, organic," Megatron snarled, "you're supposed to be scrap!!" And he punctuated the sentence with a fast left jab to Giant Man's face, bloodying his lip. Giant Man staggered back, and countered with a punch to Megatron's face...flinching as human bone met metal plating with a painful clang!

Sneering, Megatron slammed his metal fist into Giant Man's torso, before backhanding him, his clawed hands slicing gashes across Hank's face. As Giant Man fell back, Megatron grabbed hold of his arm, and pulled him back up, slamming his knee into Hank's gut, before savagely head-butting him. "Stupid organic," Megatron sneered, letting Giant Man fall, shrinking back to normal size, "I have lain waste to entire civilizations of your inferior filth! There is nothing you can do to stop me..!"

But he was cut off as Elita pasted him with an EMP-surge, before Optimus tackled into him. "...but there's plenty that we can do, Megatron!!" he shouted, punching Megatron in the face, sending him sprawling backwards. As Megatron recovered, Optimus unleashed a kick that would have crumbled mountains...seconds before Megatron fired a punch into his face.

Both robot warriors were sent flying back, recovering almost instantly, drawing their weapons at the exact same moment.

Megatron laughed cruelly. "Well, this looks familiar, eh, 'old friend'?" he mocked. "We seem to come to this exact sort of stalemate every time our paths cross, don't we?" His smile grew, as he held out the Core-Module. "But this isn't like other times, is it? Once I gain the AllSpark's full power, the entire universe is mine!! This war is OVER, Prime!! You LOSE!!!"

At that, Optimus checked his sensors...and smiled. "No, Megatron!" he declared. "YOU lose!!" Turning, he called out, "Dr. Richards, NOW!!!"

And with that order, Reed switched on the power-booster he and Sue had jimmied from the drone, and activated the antenna, broadcasting the signal.

Almost instantly, every Decepticon and drone still standing powered down.

Megatron was the last to go. "WHAT?!" Megatron cried. "What have you..?!" and then, he went silent, his head drooping, his optics going dark...

...as the glowing, cubic Core-Module fell from his grasp.

Quickly, Spider-Man darted forward, and caught the Module. "Okay, now what?"

Optimus' optics went wide as he picked up a new signal. "Quickly, Spider-Man! Unite the Core-Module with the Frame, and then get the AllSpark away from here! Get it as high as you can; Skyfire will track it and rendezvous with you! HURRY!!!"

Spider-Man didn't need to be told twice; firing a web-line, he swung back towards the warehouse where they'd found the Frame, darting inside. As he drew close to the Frame, the Core's glow became brighter, as the Frame began to glow, as well. The Core then floated out of his grasp, heading towards the Frame, their glow growing brighter and brighter...until they united, becoming a huge, glowing mass of energy, giving off a bright, blue-white...almost heavenly light.

It was the most beautiful thing he'd ever seen.

After a few glorious seconds, the reunited AllSpark's light began to dim, condensing until it had shrunk down into a basketball-sized cube, with alien glyphs etched into its surface...as if it had sensed that he'd needed to move it.

Utterly divine efficiency.

Picking up the AllSpark, Spider-Man hurried out of the warehouse, ready to get the heck out of here...

...when his spider-sense went completely and utterly insane, worse than it had ever been...as Megatron's optics flared back to their malevolent red, as he roared in sheer fury...before he saw him.

'Oh, no'

Megatron roared again, shaking the very earth as he stomped towards Spider-Man. "GIVE ME THAT CUBE, BOY!!!"

As Megatron charged at Spider-Man, Bumblebee tackled into him, stopping him. "Go, Spider-Man!! Get the AllSpark out of here!!!"

Spider-Man paused. "But what about..?"

"GO!!!"

Quickly, Spider-Man fired a web-line, swinging off, heading further into the city.

Roaring, Megatron threw Bumblebee off of him, before shifting into vehicle-mode and flying after Spider-Man. MJ opened fire on him, but Megatron was too fast, and was quickly out of range.

Just then, the rest of the Decepticons came out of their little power-nap. Snarling in fury, Starscream shifted into vehicle-mode, and flew after Megatron. "Hold them here!!" Optimus ordered. "I'm going after Spider-Man!" Elita nodded in agreement, as Optimus assumed vehicle-mode, and drove after the two Decepticons.

As Spider-Man swung into the city, approaching the Empire State Building, his spider-sense went bonkers, once more...as he saw jet-mode Megatron flying after him. Megatron fired a barrage of laser-blasts at him, but Spider-Man quickly made a sharp-turn, evading the Great Slag-Maker, causing him to shoot past him...until Megatron executed an aerial loop, altering course after him, opening fire again.

This time, Spider-Man wasn't so lucky.

Megatron's blasts burned through his web-line, causing Spider-Man to land hard on the ground in front of the Building...as the impact caused the AllSpark to emit a powerful energy wave.

The instant the wave touched anything electronic, each and every one of those devices went insane. Plasma TVs became screeching multifaceted metal spiders; game consoles turned into howling, many-limbed horrors; vending machines turned into Frankenstein-like humanoid robots, spewing soda cans from makeshift weapons.

Without anything to guide it, the spark-energy made every device it touched go mad, giving them life without purpose.

As people fled in terror from the mechanical terrors, Spider-Man fired a web-line, rapidly ascending up the Empire State Building, hoping that he could get the AllSpark to Skyfire before it did that again. In seconds, he'd reached the top. "Skyfire!!" he shouted, holding the AllSpark above is head. "Over here!!!"

Seconds later, Spider-Man breathed a sigh of relief as he saw the silhouette of Skyfire coming towards him...which turned into a gasp of horror as Megatron blasted him, sending Skyfire careening to the side, before the Decepticon leader touched down on the rooftop before him, resuming robot-mode.

"You have been an incalculable nuisance, Parker." Megatron snarled. "You have one chance – and only one chance – to save your pitiful existence, and that is to surrender the AllSpark now: do so, and I may permit you and your female to survive as my pets...but I make no promises."

Spider-Man's eyes narrowed. "Hey! Tin-Grin!" he snapped. "I am never giving this to you! Compute?!"

Megatron's optics narrowed. "THEN SO BE IT!!!" he roared, before charging towards Spider-Man...

...only to be tackled aside by Starscream.

"YOU DARE?!" Megatron roared at his former Air Commander.

Starscream laughed. "There's a lot I'll dare, 'My Lord'! My cycles of bowing to you are done!"

Snarling, Megatron formed his cannon. "Put off your attack, Starscream, and I'll forget this treachery!"

Starscream matched him, forming his missile-launcher. "I'll do no such thing..!"

Spotting another familiar shape on the horizon, Spider-Man got an idea. "Hey! Isn't that Primus, over there?"

The sheer absurdity of the statement bade both Decepticons to turn and look...giving Spider-Man a few precious seconds to run towards the rooftop's edge...

Roaring in fury, Starscream took aim at Spider-Man. "You little..!!"

...and then vehicle-mode Powerglide soared into weapons-range, firing a full salvo of air-to-ground missiles on Starscream and Megatron. The missiles took Starscream square in the torso, sending him flying, but Megatron quickly rolled to the side, evading the shots, before he shifted into cannon-mode, charging himself with anti-matter...

Spider-Man's spider-sense went off the second he reached the edge; by sheer reflex, he adjusted his leap a few millimeters to the right...

...and then Megatron fired a deadly blast of anti-matter at him. The blast hissed and screeched as it burned through the very fabric of reality towards him...

...and hissed just past him, missing by nano-meters, close enough to burn away the spider-crest on his uniform, but nothing else, before screeching out towards the sea, blazing out over hundreds of miles...before it detonated.

The massive shockwave rippled through the very air, shattering every window in its path, slamming Spider-Man back into the Building, knocking the wind out of him...as he began to fall towards the street below...

As he saw Spider-Man fall, Optimus shifted back into robot-mode, leaping onto a nearby building and sprinting across the rooftops, pushing himself as hard as he could, trying to reach Spider-Man...he was only about ten meters from the ground..!

With a shout of exertion, Optimus threw himself the last few feet, just catching Spider-Man in his hand, before rolling in mid-air, landing on his feet with a mighty thud. "Spider-Man, are you alright?"

Spider-Man groaned. "Whose bright idea was it to put this thing here?!"

Optimus laughed. "Primus only knows!" His expression turned grave. "Hold on tight!" he ordered, as he lifted Spider-Man onto his shoulder, before he sprinted down the roads, away from the Building, evading pedestrians and moving cars as he did.

With a roar of rage, Megatron shifted into vehicle-mode and flew after Optimus, firing his laser-cannons, shooting up the road behind him; with the skill of a veteran, Optimus dove into an adjacent street, twisting and drawing his revolvers in one move, firing on Megatron as he flew past, piercing his wing and forcing him to veer off.

Quickly getting up, Optimus leapt onto a nearby building, before he started sprinting in a direction adjacent to Megatron's path, firing his weapons as he ran, striking Megatron, but not hard enough to stop him...and then, when Megatron was right next to them, Optimus leapt at him, grabbing hold of Megatron's wings.

"Get off me, Prime!!!" Megatron bellowed, as he flew out-of-control across New York City, twisting this way and that, but Optimus refused to let go, and Spider-Man could only hang on tight. After a few agonizing seconds, Optimus pulled out his revolver, and blasted Megatron right in the middle of his wing.

Roaring in agony, Megatron dropped out of the sky, crashing right into the east-side industrial sector, right where they'd fond the AllSpark's Frame. The crash threw Optimus and Spider-Man to the side, landing hard. Slowly, Optimus stood up, his armor dented from both the battle and the crash, while Spider-Man boasted numerous bumps and bruises, both old and new, with the gleaming AllSpark still in his hands.

Megatron was just as worse for wear, his silver armor greyed and chipped, with pink Energon leaking from numerous small wounds, but he moved as if unhindered by them. "GIVE ME THE ALLSPARK, PRIME!!" he thundered.

Optimus' optics narrowed. "Spider-Man, no matter what happens to me, if I fall here, you get the AllSpark out of here, and that's an order!" he declared, before he started to approach Megatron.

Spider-Man didn't dare interfere; Optimus and Megatron had been enemies since before life had even begun on Earth. This fight was theirs.

Optimus glared at Megatron. "It's just you and me, 'old friend'." he said coldly.

Megatron laughed. "No, Prime!" he sneered. "It's just me!!"

Optimus ignored the insult. "One shall stand..."

"...and one shall fall!!!" Megatron finished, as he charged at Optimus.

Having expected an aggressive strategy, Optimus met his former friend's charge head-on, before unleashing a savage head-butt, followed by an uppercut to Megatron's torso, driving him back. As Optimus moved to press the attack, Megatron back-handed him, his clawed hand slicing off Optimus' face mask, before Megatron punched him in the face, and then kicking him away, knocking him to the ground.

As Megatron leapt at him, Optimus rolled the motion into a throw, tossing Megatron into an empty, already-wrecked building, collapsing it around the Great Slag-Maker. As Megatron recovered, Optimus drew his revolvers...

Click!

Optimus' optics narrowed as his empty weapons clicked, before he holstered them...seconds before Megatron burst free of the rubble, firing at him; Optimus quickly turned his defense-screen up to full strength seconds before the anti-matter blast hit. The blast shattered the screen, sending him flying, landing hard, before doing a handspring, coming back onto his feet. His malevolent optics narrowed in fury, Megatron extended his bladed flail, charging straight at Optimus, who drew his wrist-blade, waited...and just as Megatron was right in front of him, he struck.

There was silence for a moment...before Megatron dropped to his knees, Energon leaking from a nasty gash in his torso. "It's over, Megatron." Optimus said.

Snarling, Megatron got to his feet. "Over, Prime?!" he growled. "It's not over...not until you're scrapped!!"

As his spider-sense lightly flared, Spider-Man knew that they had to end this now. Taking aim, he fired a web-line at Megatron's feet, causing him to start to lose his balance...seconds before a high-tech-looking bike raced towards them, slamming into Megatron and knocking him to the ground, before MJ's mech-suit resumed robot-mode. "Peter, are you okay?!" MJ exclaimed from within the suit.

Breathing a relieved sigh, Spider-Man nodded. "Yeah, MJ, I'm fine." he said. "It's over."

"NOTHING is over, organic!!!" Megatron roared, as he ripped the web-lines off his feet, before unleashing a sweep-kick, knocking MJ down and shattering her suit's dome, revealing her face as she sat in the suit's cockpit. Megatron leapt to his feet, formed his cannon and pointed it at her face, putting one foot on the suit, pinning it. "I am through playing games, Parker." he snarled. "If you want your femme to live one more nano-cycle...you will GIVE ME THE ALLSPARK!!!"

Spider-Man froze in utter horror. He didn't know what to do. He couldn't give Megatron the AllSpark.

He couldn't let Mary-Jane die.

Megatron snarled, as his cannon started to glow. "I am growing impatient, Parker..!"

But then, Spider-Man remembered exactly where they were. He looked down an apparently empty, ruined road for a moment...and then looked to Optimus.

The faintest nod was all the reply he got...but he knew that Prime understood.

Megatron smiled cruelly. "As you wish, Parker..!" He readied his weapon...

"I'll do it." Spider-Man said softly. "Just...just don't hurt her."

Mary-Jane was horrified. "Peter, no!!"

"Good." Megatron sneered, as Spider-Man walked towards him. "Now, kneel."

Spider-Man did so, holding out the AllSpark.

Megatron let out a harsh bray of triumph as he took the AllSpark. "At last!! At long last!! IT'S MINE!!!"

"Jazz, NOW!!!" Spider-Man shouted.

With Herculean effort, the crippled Jazz threw himself to the side, getting a fix on Megatron. "Smile pretty, you son-of-a-glitch!!" he shouted, before he opened fire, pasting Megatron right in the head, then in the torso, driving him back...

With expert accuracy, Spider-Man fired a web-line, snagging MJ by her shoulders and pulling her out of the suit, safely setting her down, before firing web-lines at two nearby lamp-posts, before leaping back, stretching the lines to their very limits...

...and then Megatron recovered his balance, his focus returning to the unfathomable power he now held in his hands..!

"This is our world, Tin-Grin!!" Spider-Man shouted, as he stretched his web-lines to their breaking-point...before un-adhering his feet to the street, sling-shooting himself straight at Megatron in a high-speed flying kick, right at his head.

"And don't YOU forget it!!!"

WHAM!!!

Spider-Man's kick connected solidly against Megatron's face, sending the Great Slag-Maker flying, as the AllSpark flew out of his hand...and into Optimus'.

As he held the AllSpark, Optimus concentrated, calling back the spark-energy that it had already channeled; instantly, all the machines it had animated – Doombots, TVs, appliances – all went inanimate, ceasing their insanity, their borrowed life-force returning to the AllSpark.

With the energy recovered, Optimus looked to the fallen Decepticon Lord. "It's over, Megatron."

His frame shaking, Megatron started to chuckle. "I...I may have lost...the AllSpark, Prime..." he snarled, before he stood up, his eyes wide with utter insanity, as he roared out his next words.

"...BUT I'LL TURN THIS PLANET TO SMOKING SLAG BEFORE I LET YOU TAKE IT!!!!!"

And with that, his optics began to glow white, as his body started crackling with energy, an eerie white light shining from the gash in his torso.

Optimus' optics went wide. "He's set his spatial-flux generator to overload!!"

"His what??" Mary-Jane cried.

"It's what he uses to draw anti-matter for his weapons!" Optimus shouted. "If it overloads with anti-matter..!"

"The whole planet will go up!" Spider-Man cried. "We've gotta stop him!!"

"But...but how?!" Mary-Jane cried.

His gaze falling to the AllSpark, Optimus' expression turned gravely determined, as he aimed it at Megatron. "Primus, if it be Your will...SAVE THIS WORLD!!" he cried.

At those very words, the AllSpark glowed with silver-blue light...which focused into a beam, which lanced towards Megatron, burning away part of his torso's armor-plating.

At that very instant, Spider-Man's spider-sense went off...but, somehow, it was more than that. Before, his spider-sense just warned him of danger...but now, it was trying to tell him what needed to be done...as if Something Greater were trying to act through him...

...and that feeling...was coming from the AllSpark...

His eyes narrowing, Spider-Man took aim into Megatron's torso, following this new feeling...until it spiked. He fired a web-line, snagged something, and pulled...yanking out a glowing-white, high-tech-looking gizmo...seconds away from going critical.

Instantly, Optimus fired another beam from he AllSpark, encasing the generator in an energy-field, before firing it out into space, sending it far, far, far away...

...where it erupted in a massive explosion of light, turning the dawn sky as bright as day for a few minutes. Spider-Man and MJ both let out a sigh of relief.

It was over.

As the mortally-damaged Megatron tried to stay on his feet, Optimus glared at him. "Megatron, in the name of Cybertron and the Autobot Alliance," he declared, "you are under arrest for crimes against sentience..!"

Suddenly, a black-and-violet Corvette raced towards them, catching Megatron as he fell back, before racing away. "DECEPTICONS, FULL RETREAT!!!" Soundwave ordered. "Astrotrain, prep for immediate escape-vector! Decepticons, suppressing fire!! SAVE OUR LORD!!!"

At those orders, all the Decepticons still standing began to pull out, firing as they fled, before running for Astrotrain, who quickly assumed vehicle-mode. As soon as Soundwave, Megatron, and the rest of the Decepticons were inside, Astrotrain's cargo-hold sealed shut, as he blasted off into the sky, flying into the stratosphere...and then out of it, heading for deep space.

A cheer went up from a few feet away, as the others all walked over to them. "We won!!" Bumblebee cheered.

"Did you see those slaggers run?" Sideswipe laughed. "The second Megs went down, they shipped themselves off like outmodes!"

As the others all drew near, Optimus smiled, as he held out the AllSpark...causing the other Autobots to go silent. "Is...is that..?" Shadowcat whispered.

Optimus nodded. "The AllSpark." he said reverently. At those words, the AllSpark's glow doubled in radiance, engulfing them all...

XXXXXXXX

...and then, they were all in the whiteness, in the unending unity of the Matrix...but this time, it was different...this time...

...they were not the only ones here.

At that very instant, a being of gleaming energy drew near them, dwarfing them all with its presence. It was more than just part of the Matrix.

It had created it.

Optimus was the first to recognize it; his gleaming image knelt before the being, as coolant began to leak from around his optics.

He was crying.

"I...I am not worthy..." he whispered, "...I am not worthy..."

The being did not move...but somehow...it smiled gently, like a loving parent...as its unimaginably vast consciousness gently brushed against them.

In that instantaneous transfer of data, Spider-Man realized that this entity was Primus...but much more than that...this entity had been given so many other names...from so many other peoples, both on this planet...and beyond it...

'Oh my God...' he thought, '...this is...'

The entity did not move...and yet...He nodded gently.

"I...I have so much to ask You..." Optimus whispered.

YOU ALREADY KNOW WHAT YOU MUST DO.

That voice was louder than ten thousand waterfalls...and yet softer than a butterfly's wing-beat. "Yes...we do." Optimus agreed.

He smiled without smiling. GOOD-BYE.

XXXXXXXX

...and then, just like that, they were back in New York City. "Whoa!" Marvel Girl exclaimed.

"Yeah." Spider-Man agreed.

"What the hell?!" Wolverine shouted.

"Not hell, Logan." Cap said gently. "Anything but hell."

"That..." Sunstreaker murmured, "...was...was that..?"

"Yes." Optimus said reverently. "Primus Himself..."

"What...what did He want us to do?" Wasp asked.

Optimus simply looked upon the AllSpark, the hope of their race, the one thing that could restore Cybertron...

...but its power was not theirs to wield. It had come here to show them just that.

His expression regretful, Optimus closed his eyes. "Good-bye." he whispered.

Responding to his implied assent, the AllSpark began to levitate into the air, becoming a mass of gleaming energy once more...before it shot into the sky, into deep space, leaving them behind.

But not forever.

The limping Giant Man blinked. "What just happened?"

Thor smiled. "Wise choice, Optimus Prime." he said. "Such power is not to be wielded lightly."

Smiling gently, Elita stood next to Optimus. "Do you think we'll ever find it again?" she asked.

Smiling, Optimus took his spark-mate's hand in his. "Yes." he said. "When we're worthy of it."

Suddenly, a soft groan filled the air, as Jazz sagged to his side. Instantly, the others surrounded him, as Jazz did a medical scan...before grimacing. "Cog-dammit, Jazz, I told you to conserve power..."

Jazz smiled weakly. "Had to, Ratch...had to..."

"Aw, Jazz..." Optimus said softly.

Jazz chuckled. "Hey, 'Hide...guess I won't be giving you a rematch on that Energon-chugging contest we had, last mega-cycle..."

Ironhide grunted. "You're Cog-damn lucky, kid; tank's good an' empty, now..." he muttered...before looking away. "Cog-damn stupid kid...you had to go an' pull a stunt like that..."

"Yeah, man...me an' Sunny are the ones who're supposed to get scrapped doin' stupid stuff..." Sideswipe said.

"Speak for yourself, 'Swipe." Sunstreaker muttered glumly.

None of the X-Men, Ultimates, or the Fantastic Four could say anything; they merely watched in miserable silence, as this brave robotic warrior took his last few breaths.

Jazz chuckled weakly. "Hey, guys...don't get all glitched-out on me..." he said, "...I knew the risks...I was just doing my job..."

Optimus nodded. "That you did, Jazz." he said. "Above and beyond."

Jazz smiled at that...before his expression turned frightened. "P-Prime?" he whimpered. "M-My optics just went offline!"

Instantly, Optimus knelt by his friend, taking Jazz's hand in his own. "We're right here, old friend."

Elita knelt by Optimus, taking Jazz's other hand. "We're not going to leave you."

"Me Grimlock say Jazz brave warrior." Grimlock said, with what almost sounded like a sniffle. "Me Grimlock say we Dinobots stay; make sure warrior reach Matrix safely."

"Me Slag stay." Slag agreed, as the other Dinobots grunted in assent.

"I-I'm scared Prime..." Jazz whimpered. "I'm..." but he stopped, his expression turning from fear to wonder. "Prime..." he whispered, "...the...the light...it's back..." Then, he smiled in sheer joy. "I see Him! I see Him! He's here! He's come to take me home!"

Optimus smiled sadly. "Then go to Him, Jazz." he whispered. "Go to Him."

At that, from deep within Jazz's laser-core, a low whirring echoed, like the power shutting off, as Jazz's optics went from bright blue to empty black, devoid of all life.

He was gone.

Spider-Man felt his eyes start to water, as Mary-Jane buried her face in the crook of his neck, as he held her close. Cyclops simply looped a comforting arm around Jean, as the X-Men all lowered their heads. Wasp just leaned her head on Cap's shoulder, while Wanda just buried her face in her hands, as Pietro just held his sister close. Reed and Sue just held each other, as Johnny suppressed a sniffle, with a simple, "Aw, jeez..." coming from Ben.

Suddenly, a soft pulsing-noise began to emanate from Jazz's shell...which began to get louder...and louder...until a large, spherical mass of multicolored energy rose out of it.

Jazz's spark.

As Jazz's spark rose out of the now-empty shell, Optimus stood up. "Autobots!" he thundered, snapping to attention. "Salute!!" At once, every Autobot snapped to salute, along with everyone else. "From AllSpark we came..." Optimus said solemnly, "...and to AllSpark we go...'till EndTime come...when all are One." His expression grew determined. "Thus say we all."

"Thus say we all." the other Autobots echoed.

As that prayer concluded, Jazz's spark began to pulse faster...and faster, growing brighter and brighter, until it shone like a star...and then, it shot into the sky, streaking away at speeds infinitely greater than light, leaving only a bright gleam in its wake.

With their comrade truly gone, Optimus picked up Jazz's empty shell, before looking to the X-Men, the Ultimates, the Fantastic Four, and Spider-Man and Mary-Jane. "Heroes of planet Earth," he said, "you honor us with your bravery." He bowed to them. "We are in your debt."

At that, all the other Autobots bowed to them.

Spider-Man could only blink in confusion. "So...what do we do now?" he asked dazedly.

Optimus smiled gently. "Go home, Spider-Man." he answered. "Go home." With that, the Autobots all turned, and began to walk away.

Noticing Bumblebee leaving with them, Spider-Man called out. "'Bee?"

Turning, Bumblebee smiled sadly at Spider-Man. "Sorry, Pete," he answered, "but...I'm afraid I gotta go..."

Spider-Man froze, shocked numb at the thought of losing one friend...and now another. "Why?"

"We're gonna have to help rebuild everything us and the 'Cons smashed up," Bumblebee said, "and...after that...what with everyone being freaked-out about us...we'll probably have to leave..."

Spider-Man couldn't believe it. "But..."

Bumblebee briefly looked to Optimus, who nodded. Walking back to Spider-Man, Bumblebee knelt down to him. "I'm sorry, Peter," he said, "but this is how it has to be." He smiled weakly. "When we go, I promise I'll help keep up the good fight out there...but you've gotta promise to keep it up here...okay?"

Slowly, Spider-Man nodded. "Okay."

Bumblebee smiled, and briefly placed his fingertip on Spider-Man's shoulder. "I'm gonna miss you, little pal." he said. "'Bye."

"'Bye." Spider-Man repeated, watching as his friend started to walk away.

Just then, he felt Mary-Jane slip her hand into his. "Peter?" she asked. "I wanna go home..."

Nodding, Spider-Man gently lifted her into his arms. "Okay, MJ," he said, firing a web-line, "let's go home." With that, he swung off, as the others started to head their separate ways.

XXXXXXXX

Parker residence, Queens

After reaching their neighborhood, Peter had been too tired to go any further, and had to stop at his house, landing outside his bedroom window, before opening it and slipping in, sitting on the edge of his bed, removing his mask.

Mary-Jane looked stricken. "Are you okay, Tiger?"

Peter shook his head. "No, MJ...I am nowhere near close to being okay."

Smiling weakly, Mary-Jane sat down next to Peter, and gave him a sweet peck on the cheek.

Peter lightly smiled. "Okay...so I'm a little closer." he quipped, as he paused to fully take in the vision that was Mary-Jane. "I just hope we're clear that I wear the tights in this relationship, missy...even though they look a lot better on you than on me on any given day."

MJ laughed. "Oh, shut up!" she giggled. Her expression turned shy. "Peter..?" she asked. "Can...could I stay with you, tonight?"

Peter paused, as his sleep-deprived brain tried to process the proper, Aunt-May-Approved course of action for this situation...and couldn't. Besides, if MJ wanted to be with him, right or wrong, he wasn't going to send her away. "Sure."

Slowly, the two young lovers lay down on the bed together, as Peter embraced Mary-Jane from behind, holding her close, savoring the soft rhythm of her breathing...and, in seconds, they were both on their way to dreamland.

XXXXXXXX

From just outside Peter's room, May saw her nephew and his girlfriend return...before going to sleep together.

Part of her wanted to march in there, hug the both of them to death, and beg Peter not to put her through that again...but she didn't have the heart; they had both been through so much.

Smiling to herself, May simply closed her nephew's door all the way, letting her child and the woman he loved have their sleep.

They had earned it.

XXXXXXXX

Coming Soon:

The Decepticons are gone.

The AllSpark is safe.

Megatron is defeated.

What remains for our heroes now?

What is left for the Autobots on Earth?

Find out, in the conclusion to this epic tale, coming to your computer soon…