"Lightning, can you hear me?"

Lightning stirred, awareness returning slowly after a deep, dreamless sleep. Lights flashed behind his eyelids, forming strange symbols that arranged themselves into neat, glowing rows. His wakening mind somehow made sense of the symbols, translating them as system readouts, energy level notifications, damage reports. He felt strange - not in pain, but as if he weren't assembled correctly and his engine was wired up all wrong. Dazed, he tried to recall if he'd been in an accident.

"Lightning, are you awake?"

"He's moving, so at least his responses are functioning... that's a good sign."

"Gotta get him fully online before we can run further tests..."

Tests... the procedure! The operation to give him a robotic form must be over. How much of a success had it been? He certainly felt different, but whether it was a good different or a bad different he wasn't sure yet.

He opened his eyes. A Cybertronian was leaning over him, concern glowing in his deep blue optics... but it was a Cybertronian he'd never seen before. A sleek mechanism with navy blue armor and a helm similar to Prowl's but with a silver chevron rather than red, he gazed upon the red racer with a look of expectation, tinged with concern.

"Who..." Lightning began.

"He's awake!" the mech called over his shoulder to someone out of sight, and with a start Lightning recognized the voice.

"Doc!" He felt his jaw drop open. "Doc, is that you?"

Doc Hudson chuckled. "Weren't you paying attention? I was the first to get the procedure done."

"I just... wow. You look good. Uh, I mean... Ratchet and 'Jack did a good job..."

"As good as could be done under the circumstances," Ratchet replied, and he reached down to grip Lightning and haul him upright. "All right, now that you're online, out of the berth. We've got a lot of work still to do."

"Hey!" Lightning yelped, flailing as the world rocked crazily around him. Dimly he was aware of extra limbs, of new systems to help him maintain his balance and operate his new appendages, but he couldn't seem to control any of them. He felt something on his right side give out, and he fell against Doc Hudson.

"Whoa, son," Doc advised, grabbing his shoulders to steady him. "Relax a bit. Focus on one thing at a time. Balance first."

"Ack!" Lightning squawked as Doc released his grip, leaving him flailing his arms and wobbling precariously from side to side on his new legs. He swayed on his feet, struggling to right himself. Somehow he managed to keep from falling over, but it took all his concentration to stay upright, knees bent and arms outspread to keep his balance.

"You'll get used to it," Wheeljack assured him, wiping his grease-smeared hands on a rag. "Took Doc Hudson a little while to get the hang of it, but he nailed it pretty quickly. Hey Doc, turn him around so he can have a look at what he looks like now."

Doc obliged, gripping Lightning's shoulders and turning him to look at Ratchet's workbench. Lightning had expected to see a mirror there, but instead a holo-image shimmered in the air over the bench, a holo-image of a red carbot with a sleek frame, a crested helm similar to Ironhide's, and a cocky smirk on his face. A white 95 had been emblazoned on his chest, backed by a lightning bolt and with an Autobot crest between the two numbers.

"Well?" asked Doc, raising an optic ridge. "What do you think?"

"I think I look good," Lightning noted, feeling a grin similar to the holo's tug at his lips. "Think I pull this look off."

"Good to know, Tracks," Wheeljack teased, tossing his rag onto a bench. "Two down, three to go."

"Five," Ratchet corrected with a sigh, wincing as he leaned back to work a kink out of his spinal struts.

"Five?" Lightning blinked in confusion. "I thought it was just Ramone, Fillmore, Sarge, and me and Doc..."

"Flo's insisted that if her husband undergoes the operation, she does too," Ratchet replied, his look of exasperation speaking his opinion on the matter. "No one could talk her out if it either. And Luigi volunteered the moment he came to." He gave another weary sigh. "At this rate, we'll be working on the entire town before we're through."

"That's a bad thing?" asked Ironhide with an amused chuckle, looking up from examining the weld marks on his chest and torso.

Ratchet snorted. "Aside from the fact that this is a drastic procedure and one I've never attempted before now, I'm not even sure we have enough parts on hand to do this to the entire town," he complained. "Our supplies aren't infinite, and our wounded took first priority."

"Didn't Skyfire bring in a load of parts from your Ark base?" asked Doc.

"Yeah, but we're going through those pretty quickly," Ratchet replied. "Just hope they hold out until we've done everything we need to do. Ironhide, get your aft out of here so we can free up the berth for the next patient. Perceptor, run some tests on the hotshot here. Doc, Wheeljack, bring Ramone in and get him offline so we can start..."

Lightning jumped, nearly losing his balance again, as something beeped insistently just behind him. He turned to see Lizzie on the berth behind him, wires trailing from her chassis to various monitors and readout screens. The monitor responsible for the ominous alarm displayed only a single flat line.

"Fraggit!" Doc pushed Lightning to the side, making him stagger, and rushed to Lizzie's side. "Her engine's died completely!"

"First Aid, I need jumper cables stat!" Ratchet barked, rushing over as well.

"What do I do?" asked Lightning, grabbing onto the workbench to keep his balance.

"Stay where you are," Wheeljack advised. "You could do more harm than good at this point."

"But..."

"Do what he says!" Ratchet demanded, clamping the cables to Lizzie's engine. "Perceptor, power now!"

Perceptor threw a switch, and the air over Lizzie's chassis hummed eerily as energy coursed through the lines and into her battery. Her headlights flared briefly, but there was no other reaction.

"Again!" Ratchet barked. "Increase voltage!"

"A higher voltage could damage her battery beyond repair," Perceptor protested.

"Increase voltage!" Ratchet roared. "If we don't get her engine to turn over, her battery won't matter!"

"Yes, Ratchet," Perceptor replied worriedly, and he cranked a dial higher and threw the switch again. Her headlights blazed again, and for a moment her engine sputtered as it struggled to turn over, but it went silent as soon as Perceptor cut the power.

"Ratchet, please let me help..." Lightning pleaded.

"Fraggit, get out!" Ratchet snapped, grabbing a power pack off a nearby table. "Doc, get Ironhide and Lightning out of here! I need all my concentration for this."

"But I've got to be sure she's okay!" Lightning inisisted.

"No patient of mine is going to die under my watch," Ratchet said fiercely. "Not if I can help it. Now get out!"

Ironhide looked worriedly at Lizzie look before walking out. Lightning followed, focusing on moving one foot in front of the other as best he could. Doc followed close, but stopped at the door.

"We'll let you know how things go," Doc said gruffly, and he turned back into the room.

Lightning turned to face Ironhide. The Nissan wore an expression he'd never seen him wear before - a look of utter helplessness. He knew Ironhide often kept Lizzie company, but he'd always assumed it was simply to humor the old car. He hadn't realized until now that the warrior had a soft spot for her.

"Do you think she'll be okay?" he asked.

"Primus, let's hope so," Ironhide sighed. "May be that the only way t' save her is t' do what was done t' you. 'Specially if they need Cybertronian parts to keep her goin'."

"You mean... make her an Autobot?"

Ironhide didn't answer, only shrugged a little and walked off. Lightning watched him go, Ironhide's comment still ringing in his mind. If the Nissan's theory panned out, it would mean one more resident of the town following in his footsteps - almost literally - whether she wanted to or not. While it gratified him to know that such an operation would mean that Lizzie would survive, it also worried him. Because once they'd rescued Sally and routed the Decepticons... what then? What fate was there for a bunch of mechanisms who weren't true Cybertronians, but weren't quite cars anymore?


Morning dawned clear and cold over the remains of Radiator Springs, silvery light casting the burned and shattered buildings in eerie shadow. Pockets of mist - morning fog or lurking smoke from still-smoldering "hot spots" in the wreckage, who could say? - clung to the ruins, obscuring some of the worst damages. There was no sign of movement, no flicker of headlights. An observer might assume that the residents had abandoned the town in the wake of the terrible battle, seeking refuge elsewhere.

Megatron knew better. He wasn't a fool, and he had watched this town and its inhabitants for too long to NOT know that it would take far more than one attack, however devastating, to drive these vehicles away from their home. Foolish, very foolish. Their stubbornness would only be their doom.

The Decepticon leader stood atop a butte overlooking the town, his troops muttering and cackling eagerly behind him. The DRH in particular couldn't seem to hold still or shut up, and were already planning out who got to finish leveling which building or hunt down and "take care of" whichever vehicle. Megatron allowed himself a satisfied smile. At least some of this world's mechanisms were eager to serve him, if only because it meant a chance at wreaking much-craved destruction. Others would require a bit more... persuading. But he doubted that would be a problem for much longer.

"You're awfully quiet, Chick," Starscream rasped just behind him. "Having second thoughts?"

"Nope," Chick grunted, folding his arms across his chest.

"Scrapmetal," Starscream retorted. "You have something on your CPU, and it can't be good. Spit it out already."

Chick grunted again, not taking his visor off the ruined town. "Why're we here anyhow? We've already gone and wrecked this place. What more can we do?"

"You fool," Megatron sneered. "It may look a ruin, but the Autobots and their allies remain here regardless. Why I cannot begin to imagine, but their foolishness is our gain." He raised his voice to address the entire force. "Today, Decepticons, marks the completion of our conquest of Cybertron, and the beginning of our conquest of this world! Today, we will eliminate the Autobots and their precious Prime... and there will be nothing to stop us from securing this world as our own! Victory is ours!"

His words elicited a cheer from all but a few of his troops. Chick made no sound, still staring at the wrecked town below with a neutral expression. Starscream, meanwhile, just sneered and looked as if he wanted to make some sort of cutting remark, but he left it unvoiced.

"Decepticons, attack!" Megatron raised his arm and fired his cannon once into the air. "Leave none alive!"

And with that, the Decepticon forces leaped from the butte and dove toward the town, a wave of metallic destruction that gleamed in the morning light. Chick stepped forward to join them, but a black-plated hand clamped onto his shoulder and held him in place.

"Starscream may be a loud-mouthed idiot, but he is right about ONE thing," Megatron said coldly. "You're having reservations about this. I suggest you dismiss them and focus on the task at hand. Distraction only means death on the battlefield, Hicks. As a Decepticon, you would do well to remember that."

"Ain't a Decepticon," Chick pointed out. "I'm a stock racer."

Megatron gave a disdainful laugh. "You think you can go back to your old life, Hicks? Your career is over, and the only vehicle who could have passed as a family to you has forsaken you. You abandoned your old life when you allied with me; you are truly one of us now. And as a Decepticon, you will do as I say, or suffer the consequences. Am I understood?"

Chick scowled but nodded. "Yes... sir." And he stalked off.

He released the Buick and turned his attention back to the town, which was finally showing signs of life as Autobots emerged from hiding to defend whatever was left of Radiator Springs. With a chuckle he armed his cannon and fixed its sites onto the first target that presented itself - the infernal Dinobot leader. Oh, this was going to be fun.


If the roar of engines and thrusters hadn't been enough to alert the Autobots to Megatron's attack, the plasma blast slamming into Grimlock's shoulder certainly got their attention. The Tyrannosaurus flung his head back and gave a frightening bellow, more of rage than of pain, and stormed forward to meet the silver Decepticon's attack. As if that roar had been a war bugle signaling a charge, the Autobots rushed forward, weapons drawn, ready to head off the strike.

Lightning McQueen hefted the unfamiliar weight of a rifle in his arms before running to join the others. It took quite a bit of his concentration to keep ahold of the weapon while running, while at the same time trying to pay attention to his surroundings. And he couldn't grip the gun too hard, either, or he'd run the risk of damaging it. Chrysler, there was so much to remember and focus on when one was a mech... how did the Autobots manage this on a daily basis? At least now he could move about without toppling over - Ratchet said one just had to trust their internal balance system to do the job and not worry too much about it, and he finally took those words to heart... spark. Whatever.

Dirt and asphalt shot up like an earthen geyser not three feet in front of him, and he fought the urge to jump back - an urge that probably would have just landed him on his aft anyhow. He raised the rifle and fired at the attacker, but Skywarp swerved to the side and easily slipped out of his sights.

"That the best you can do, groundpounder?" Skywarp jeered... only to howl in dismay as a load of buckshot tore into one of his tailfins. He winked away in a flash of violet.

"Thanks, Doc," Lightning sighed in relief.

"Take time to aim before you shoot," Doc replied, not lowering the shotgun but instead turning to line up another incoming mech in his sights. "Don't waste ammo or energy just firing blindly."

"You're starting to sound like a wardog yourself, Doc..."

"Just heard enough of Ironhide and Sarge's war stories to pick up a few hints," Doc said dismissively. "Go help the others, 'Hide and Prowl and I have this area covered."

"Gotcha, Doc," Lightning replied, and he sprinted over to the burned-out shell of Doc's clinic. He managed the run without stumbling once, and felt a quick flash of triumph at that. A cream-colored minibot, something like Bumblebee in body shape but with a black helm that bore a set of vents rather than horns, waved Lightning inside, and the red racer sidestepped a pile of still-smoking tires to join the Fiat.

"How goes it out there?" Luigi asked.

"Looks like the entire Decepticon army out there," Lightning replied, ducking inside the charred building. "Prime's guessing this is their big push to get the Autobots off the planet."

An angry voice from the corner chattered angrily in Italian, and a mechanism even smaller than Luigi emerged from the shadows, waving a fist angrily. Slim and rather delicate-looking, the light blue Autobot bore a helm design similar to a cassette's and what appeared to be long silver blades on each arm, almost like the prongs on a forklift. Even with that identifying feature it took Lightning a moment to recognize him, but once realization hit he felt his jaw fall open.

"Guido wouldn't leave Signor Ratchet alone until he was given the upgrade as well," Luigi explained. "He had to make do with what leftover parts Ratchet had, but he turned out well, no?" He chuckled at Lightning's stunned expression. "We of Radiator Springs stand together, right, amico?"

Before Lightning could reply, a shadow passed over the doorway, and all three of them turned to see Blitzwing blocking the entrance to the clinic, training a gun on them.

"Didn't get the chance to join the first attack here," the triple changer noted with a hint of sadistic glee in his voice. "Was too busy babysitting your CPU-damaged friend. Now it's payback time..."

Guido charged, cursing vehemently in his native tongue as he sank one of his arm-blades into Blitzwing's leg. The Decepticon howled in enraged pain as he lashed out with the wounded limb, trying to kick the forklift across the clinic, but he only buried his other blade into the leg and hung on for dear life. Blitzwing continued to kick and stomp in a frenzied effort to dislodge Guido, to no avail.

Lightning took advantage of Guido's distraction to fire at the flailing Decepticon's back. Blitzwing jerked once and crumpled into an offline heap. Guido jerked his blades free from his chassis and gave him a final kick before turning to flash a triumphant grin back at the others.

"Beware the small ones, no?" Luigi asked with a laugh.

"With ball bearings like that, I'm sure Guido could take on Megatron if he wanted to," Lightning replied, grinning despite himself. "C'mon, let's go do a little pest control ourselves..."

Guido launched into another indecipherable tirade as a violet-plated hand suddenly emerged from the wall, grabbing Luigi around the neck. The Fiat's optics went wide and bright with horror as he struggled against Boost's grip, but he couldn't break free. He could only writhe helplessly as Boost's entire upper body slid through the wall, one arm wrapped around the tire salescar's neck and the other holding a pistol to his helm.

"Let him go!" Lightning barked, raising his own gun to take aim at the violet Eclipse.

"You want his head blown off?" Boost demanded, his finger flexing on the trigger. "Drop the gun, Autobum wannabe, or I drop HIM!"

Lightning kept his movements slow and careful as he lowered his weapon-arm, but his mind - CPU? - was racing. He couldn't just let this punk kidnap Luigi or worse... but how could he rescue him without hurting him further?

"Now scoot," Boost advised, grinning dangerously. "The toy car comes with me. Do anything funny and I put a hole in his head before I take him."

What was stopping him from just leaving with the Fiat right now? Surely he could just pull Luigi through the wall with him... but no, the Fiat didn't have the same abilities as Boost. He couldn't depart the same way he'd come in without relinquishing his grip on his prisoner. Maybe Lightning could work this to his advantage...

"Guido, now!" he barked, as if this had been the plan all along.

Guido must have had the same thought as Lightning, or maybe he was just spoiling for another fight. Either way, he reacted instantly, springing up to grab onto Boost's arm and burying his arm blades in his weapon-arm. Boost yowled in pain and released Luigi, shaking his arm furiously in an effort to dislodge the forklift, but he held on gamely. His body and head vanished into the wall, but his arm remained, slamming Guido into the wall again and again as he tried vainly to yank his arm free of the wall. Guido kept a death grip on the limb, wincing with each impact but still grinning dementedly.

"He's going to kill him!" Luigi exclaimed, staring in horror.

"Not if I can help it," Lightning replied, grabbing something out of the rubble - a set of tire chains. "Luigi, get some more chains and go outside. See if you can tie his ankles. If this works, we may have one less DRH to worry about."

"If it doesn't work..." fretted Luigi, but he didn't argue. He scooped up a handful of chain and dashed outside.

Boost chose that moment to plunge his other hand through the wall, trying to pry Guido off by force. Lightning took quick advantage of the opportunity to wrap the chains around both his wrists and bind them together. Boost roared and jerked his arms back... only to find the chains couldn't pass through the wall, leaving his hands stuck inside the building.

"You're gonna pay for that, slagger... hey! Whatcha doin' to my feet, ya little... hey!"

Luigi dashed back into the building, cycling air heavily but a satisfied grin on his faceplate. "Got him, mi amico!"

"Bellisimo!" exclaimed Guido, relinquishing his hold on the Eclipse to drop to the floor.

"You are SO gonna pay for this once I get my hands on you!" Boost snarled, lunging through the wall... only for his chained feet to not make the journey with him. He landed flat on his face, still growling in rage.

"That's for wrecking the town," Lightning informed him. He had the wild urge to kick the purple car while he was down, but there wasn't much use for that now. Besides, they still had a battle to win... and Sally to rescue. Any payback he wanted to inflict on Boost would have to wait.


On the outskirts of town, the farm- and ranch-land that bordered Radiator Springs had become a battlefield. Churning dust and smoke filled the air as mechs tangled in fierce battle, Tractors either scattered in a panic or tumbled over on their afts in fright, their panicked bellows barely heard over the boom of metal striking metal and the whine and hum of blaster fire. Here and there the dry grass burst into flame where struck by a wayward energy bolt, while any vegetation lucky enough to avoid catching fire was either trampled underfoot or slicked with spilled oil or other fluids.

It was not the worst battle Optimus Prime had ever laid optics on, but it was still a terrible sight. And knowing he and his troops had brought this upon the town by their mere presence made it all the worse.

The Autobot leader pumped off several shots at Hook, hoping to fell the Constructicon and prevent him from joining up with his teammates to form Devastator. The crane ducked behind a fallen tree and dodged the shots, but he was still cut off from his gestalt-mates, and he knew it. Hook returned fire, face twisted in a snarl.

We should never have come here, Prime thought darkly even as he continued to fire on the Constructicon medic. I should have turned down Lightning's invitation to attend the wedding. Our presence here only made a target of this town and endangered our friends here...

His thoughts were cut off by a maniacal cackle, and close by DJ turned his back to a cluster of Autobots Before any of them could squeeze off a shot, the Scion blasted them with a wave of destructive sound. Dust, pebbles, and splintered fencing rocketed backward like a horizontal hail, pinging and rattling against armor and plating. Most of the Autobots toppled from the force of the noise, and the two who were left standing - Kup and Skyfire - staggered and struggled to maintain their footing.

"Primus, Megatron doesn't fool around when he builds new troops," growled Kup.

"Whassa matter, Auto-nerds?" sneered DJ, turning to grin at the truckformer and scientist. "Don't like my choice of tunes?"

In response Skyfire merely fired his rifle, and DJ yowled and danced away, clutching his side.

"Might want to concentrate on fighting instead of running your vocalizer," Skyfire noted dryly.

"Might wanna focus on that yourself!" jeered Wingo from behind the tall shuttle-former, and Skyfire jerked as a diamond-sharp blade slammed into the small of his back, then slowly sagged to the ground. The green Scion sniggered darkly and charged for the still-dazed Autobots on the ground, fluids dripping from his arm blade.

Prime left off firing on Hook to swing his weapon toward Wingo... but the green mech didn't make it ten steps before the air filled with a deafening rattle.

"YAAAAAARGH!" Wingo skidded to a halt, terror wiping the smirk from his faceplate, and bolted the other way. Bullets pinged from the thicker parts of his armor and punched neat holes in the thinner plates and joints, making the green car howl and curse even more.

The mech responsible for the hail of gunfire, a dark green mech similar in body shape to Hound but with a sleeker helm and a mask and visor obscuring his face, waved one of his dual machine guns in the air. "Come back and fight like a mech, you punk-aft newbuilt!"

"Down, Sarge," Kup advised, bending down to help Jazz to his feet. "There'll be plenty more for you to fight today. Where's Ratchet and Doc?"

"Down in town, man," replied a hazy, dreamy voice, and a seafoam-colored mech pulled himself to his feet and dusted his plating off. Blocky in build, with flower-shaped decals spotting his armor here and there, his helm was draped in glittering beaded cables like dreadlocks, and the half-circle shape of his sky-blue optics suggested half-lidded eyes. "Doc's fightin', Ratch's still workin' on Lizzie an' Red, I hear."

"Call them and see if they can spare one of their medics," Prime ordered Fillmore. "Skyfire's wounded, and needs immediate attention."

"No worries, man," Fillmore assured Prime, raising his hands. "Let me handle this. Ratchet knew I'm not game on fighting, so he gave me medic programming, he says. Mind to mind transfer of knowledge... heh. Kinda groovy."

"Get your groovy aft over here and patch Skyfire up, you fraggin' hippie!" Kup snapped. "Before he bleeds dry!"

Fillmore dashed over, the helm-cables rattling as he moved, and knelt by Skyfire's side. "Whoa... gnarly work here..." He worked quickly, pulling a medkit out of subspace and pulling open the damaged panel of armor to get to the wiring and tubing inside.

Satisfied that Kup, Sarge, and Fillmore had this situation under control, Prime turned his attention back to Hook... and swore under his air cycles. The crane had taken advantage of the Autobot leader's distraction to run for it. He charged after the fleeing Constructicon, sidestepping patches of flame and oil slicks as best he could. If Devastator was allowed to form, it could spell the final doom for the already-wrecked town.

Pain seared through every wire in his neural system as a blast of laser fire struck him between the shoulders, and he went sprawling on the ground.

"Going somewhere, Prime?"

Prime managed to roll to one side just as a plasma blast scorched the grass where he had been lying and ignited an oil puddle nearby. Megatron snarled at the miss, but managed to replace it with an evil grin.

"You're a fool, Optimus," Megatron gloated, striding through the roiling flames to stand over his foe. "What is one worthless town to you and your troops, anyhow? You've wasted your time and resources here... and now all your forces are gathered here, ripe for obliteration by my hand. You AND your pathetic friends will die here, and this planet will be mine to conquer!" He pointed his cannon down, aiming for Prime's chest.

"Not so long as fuel pumps through my systems, Megatron," Prime growled, and he kicked viciously out at the gunformer's legs. Megatron went down with an enraged shout, and before he could rise Prime had pounced atop him. The two rolled, grappling, in the grass, punching and gouging, each seeking to overpower and finish off the other.

The battle raged on.


"Ow! Watch it, fragger!"

"It's not my fault you just stopped without warning - warning!"

"Maybe if you paid attention to where you were going..."

"Bonecrusher, Mixmaster, shut up," Scrapper hissed, turning to glare at his compatriots. "You'll give away our position."

"He started it - started it," Mixmaster grumped.

"Don't start that up," Scrapper ordered. "We have an objective to complete, and once Hook joins us..."

"I'm here."

Scrapper turned, spotted the crane, and waved him over to the jutting boulder that was currently serving as the Constructicons' hiding place. Hook hurried to join him, elbowing his way past Long Haul to crouch beside the team leader.

"My apologies," Hook whispered. "I was a little held up."

"We haven't time for apologies," Scrapper replied, peering out from behind the rock to gaze at the Wheel Well, the target of their assignment. "Rumble and Laserbeak report that the Autobot medics are hiding in this establishment. Soundwave wants us to eliminate them while the rest of the forces take on the soldiers."

Scavenger snorted. "What, he's relegating us to rookie work? Taking on medics is sparklings' play."

"Look on the bright side," Long Haul pointed out. "It'll be a quick mission. Get in, scrap 'em, get out, and we can join the rest of the troops in cleaning up the Autobot mess outside."

"Then shut your vocalizers and let's go," Hook ordered. "Constructicons, move out."

Two Autobots, Bluestreak and Tracks, stood guard at the entrance of the Wheel Well, and they opened fire at the rapidly approaching Decepticons. Bonecrusher and Scavenger immediately ganged up on Bluestreak, tackling him to the ground, while Long Haul grabbed Tracks' weapon and struggled to wrestle it out of his grip. The rest of the Constructicons ducked inside while the guards were distracted, transforming and roaring through the hallways of the hotel.

"This is too easy," Hook noted darkly.

"Aw, not challenging enough for you?" Mixmaster jeered. "'Sokay, we'll just have a little fun with the medics when we get there - get there."

"That's not what I meant," Hook retorted. "Surely these soft-sparks would guard their medics and wounded better."

"This must be it," announced Scrapper, slowing as a set of heavy locked doors marked Convention Center blocked their path. Electing to forego precision in favor of a dramatic entrance, he raised his bulldozer blade and smashed through the doors. Mixmaster drove in after him with a hoot of glee, and Hook trailed behind, muttering.

Ratchet, Wheeljack, and First Aid gathered around a temporary repair berth, obviously putting the finishing touches on an Earth vehicle turned Autobot, and as one they dropped their tools and scrambled for weapons. Scrapper allowed himself a disdainful chuckle as he opened fire, aiming not for vital components, but for knee joints. Mixmaster was not a paragon of sanity on the best of days, but maybe the chemist had a point - so long as they were given a simple assignment, why not have a little fun with it? There was always such pleasure to be had toying with Autobot captives, after all.

Ratchet went down first, cursing roundly as he gripped his damaged legs. First Aid tried to bolt out a back exit but was also quickly felled. Wheeljack somehow managed to evade Scrapper's fire, and he ducked behind an empty berth to fire back at the Constructicons.

"It's like plugging fiber-optic fish in an oil barrel - barrel!" Mixmaster hooted, cackling gleefully.

Hook turned toward the cement mixer to deliver some sort of cutting retort... then froze, mouth open. "Mixmaster... you might want to look behind you."

"Hey, this ain't the time for jokes, Hooky..." the chemist began, but a tap on his shoulder made him turn around. "Huh?"

The scarlet-and-chrome mech standing behind him didn't speak, only offered a slight smile of amusement. Tall as Optimus Prime, with the Autobot leader's broad chest and powerful build, he bore some sort of cannon on one shoulder and a black, domed helm. Once he had Mixmaster's attention, he calmly drew an arm back and clocked him across the jaw, sending him reeling.

"What the frag?" Hook snarled, turning to aim his gun at the newcomer... only to get a blast from the Autobot's shoulder cannon before he could pull the trigger. Instead of an energy blast, though, the weapon instead hosed the crane down in liquid nitrogen, which quickly solidified and entrapped him in a glittering cocoon of ice.

Scrapper, too, raised his gun, though he was careful to stay back out of the cannon's range. This mech looked suspiciously like Inferno, except he lacked the elaborate hardware on his helm. But Inferno had been out on the field with Optimus Prime - how could he be in two places at once?

Before he could squeeze off a shot, something struck him sharply on the aft, and he yelped and whirled.

"Point that thing someplace else, hot rodder!" his attacker rasped, though she wore a wide, mischievous grin. "Show some respect for a lady!"

Scrapper had just opened his mouth to utter a stunned expletive when a surge of electricity coursed through his circuits, sending his neural net shrieking in agony and his motor control systems jerking with sudden spasms. The pistol fell from his grip as he crumpled and writhed, all his willpower now focused on not dropping offline from the pain or the energy overload. Primus below, what had this... thing just done to him?

Finally the pain ebbed from his sensors, and he managed to scrape together enough control over his motor functions to raise his head and regard his attacker.

The black-armored femme cackled from her seat on the edge of the berth, swinging her legs merrily over the edge and watching the Constructicon architect as if he were an amusing holovid. Minibot-sized and rather scrawny even for a femme, she bore tires on her shoulders and legs that seemed rather large and thin for an Earth vehicle, and while her body materials seemed in relatively good repair, there was an overall aged look to her, as if she were an outdated model. She had one hand raised, palm open, as if about to slap him again, and in said palm he spotted a distressingly familiar weapon - a stun patch, a wicked little item that could be slapped onto an enemy's plating and deliver a powerful jolt of electricity, enough to knock out a minibot and deliver a world of pain to anyone larger.

"Haven't had this much fun since the Hazzard boys blew into town back in '68!" the femme chuckled.

"Save the stories for later, Lizzie," Ratchet advised, dragging himself over to Scrapper and, before the Constructicon could recover from his shock, slapped a pair of energy cuffs around his wrists. "Red, cuff Mixmaster before he comes to. Wheeljack, go make sure First Aid's all right. Lizzie, before you go outside I want to run a few more tests on you..."

"Tests, scmests, why let the turbo-revvin' young punks have all the fun?" Lizzie retorted, and she hopped down from the table and promptly landed on her aft. Undeterred by the stumble, she transformed to her Model T mode and, with a speed she had never possessed at any point in her life, tore out of the room.

Wheeljack laughed. "Kup's gonna like her."

"I don't care what Kup thinks," Ratchet griped. "Go check on First Aid. Then for Primus' sake someone fix my legs!"


"Get down!"

Before Lightning could react to the frantic command, something tackled him, shoving him to the ground. A fraction of a second later, a torrent of flame roared overhead, searing the air where he'd been standing moments earlier. Snot Rod gave a growl of frustration and turned away from the red racer and his benefactor, opting to aim for easier prey.

"Thanks," Lightning gasped.

"No problem," Hot Rod replied, slapping Lightning's shoulder before pushing himself to his feet. "Watch your back a little more out here. 'Cons won't always have the decency to fight you face to face."

"Got it."

A screech from above made both racers glance up. High over the town, the Aerialbots and the Seekers were engaged in a vicious dogfight, lighting up the morning sky with a spectacular display of explosions and laser fire as if Independence Day had come weeks early. Air Raid had just scored a direct hit on Starscream, and the Air Commander was plummeting to the ground with a scream of pained rage.

"Big tin turkeys ain't so tough, huh?" Ramone cackled. The violet Impala cut a rather impressive figure with his new mech body - sleek and shiny, with flames patterning his chest and legs and a blue visor shading his optics. "Man, here I thought this was gonna be tough."

"Don't get cocky, hun," Flo reminded him, giving him a stern look. "They'll do a lot more than scuff your paint if they get their hands on you."

"You ain't gotta worry, baby," Ramone assured the femme, his cocky smile becoming a more tender expression. "I'll keep us both safe."

"Might wanna focus on the battle and not on talking, guys," Hot Rod told them. "They're not on the run yet..."

Pain erupted in Lightning's shoulder at that moment, sparks and smoke pouring from a gaping hole in the plating. He gripped the damaged joint and whirled, trying to spot his attacker.

"Chick," he snarled through clenched dental plates.

"Rookie," came the cold reply, and Chick Hicks lowered his gun to glower at the red racer. "You ain't done payin' me what ya owe me."

"You take credit, or maybe we can give ya a world of pain in trade?" Ramone sneered, stepping up beside Lightning with his own weapon drawn.

"Ramone, back off," Lightning told the Impala. "Take Flo and Rod and go help the others. Chick is mine."

"Are you sure?" asked Hot Rod, flashing him a worried look.

"Trust me," Lightning replied. "This is something I have to handle."

Hot Rod nodded, though he still looked unsure, and he led Ramone and Flo off to join the rest of the battle.

Chick smirked a little, and he tossed his gun over his shoulder. "I don't need a weapon," he sneered. "I can wipe the floor with you with my bare hands."

"You couldn't take on a cassette," Lightning quipped, raising his own fists. "Not in a fair fight, at least. Oh wait, you don't fight fair."

Chick curled his upper lip plate in a snarl of rage. "This is your fault, you know," he hissed. "You did this to me. If it hadn't been for you, I wouldn't be the butt of every joke of the racing world... and I sure as Pit wouldn't be THIS! A twisted freak, a Frankenstein's monster!" He lashed out, trying to punch Lightning in the jaw.

Lightning ducked, feeling Chick's fist clip the very top of his helmet. "Hey, I didn't force you to go making deals with psychotic Decepticons!" he retorted, and headbutted the Buick in the abdominal plate. Both racers went over in a heap, and Lightning tried to pin his opponent by grabbing his shoulders, but Chick squirmed out of his grip.

"How was I supposed to know dealing with him would end in THIS?" demanded Chick, gesturing at his own chest. "I didn't ask to be made a freak!"

"And I didn't make you crash at the Dinoco!" Lightning snapped. "I didn't make you a loser! You did that yourself!"

Chick screamed in anger and sprang, tackling Lightning and shoving him down into a pile of broken timber and concrete. Stars flickered across his vision as Chick punched him once, twice, three times in the face, cracking his optics and leaving deep dents. Dazed, he tried to push the green racer off and sit up, only to be pushed back down again.

"You took everything from me!" Chick raged. "I lost everything! My Dinoco sponsorship, my spot as champion, my job, my girlfriend... all because you took my title from me! And now I'm not even a car anymore, but some kind of freak! I'll take it out of your chassis!"

Lightning opened his mouth to protest, but shut it quickly. Reasoning would get him nowhere - Chick was too far gone with rage to listen to logic. He couldn't accept that his current fate was his own fault and wanted - no, needed - a scapegoat to blame it on. And Lightning, as the car who had stolen his spotlight, however inadvertently, was a convenient target.

That didn't mean he had to take this lying down, however. He gathered his strength and kicked out, throwing Chick off of him. Then he climbed to his feet, ignoring the pain twinging through his body.

"Where's Sally?" he demanded.

"How should I know?" barked Chick, and he charged again. Lightning sidestepped, bringing a fist low to punch him in the fuel tanks, and the green mech went down with a grunt of pain.

"Where is she?" Lightning cried, planting a foot on Chick's chest to hold him down.

"I dunno!" Chick growled. "She escaped!"

Lightning jerked in surprise. "What?"

"She got away," Chick snapped. "Megatron did the operation on her too. Wanted to see if he could force her to work for him. But she got loose before they could brainwash her." Here he gave a weak laugh. "Figured she didn't have a part in this mess, so why make her suffer more?"

Lightning stared, taking a fraction of his weight off Chick's chest. Was Chick implying that he'd let Sally escape on purpose? If he was telling the truth, that was. Part of his CPU nagged that this could all be a ploy for Lightning to go easy on him. But still... some part of him dared hope...

Abruptly Chick reached up and grabbed Lightning's leg, twisting brutally. He felt something give in the limb with a stab of pain, and within an instant he found himself on his back, Chick kneeling on his chest and abdomen, an energy blade in the green racer's fist and hanging less than a yard from his face.

"This is for Dinoco," Chick snarled. "And for making a fool out of me." And he raised his fist, ready to plant the blade in Lightning's chest.

Before Lightning could so much as cringe in reaction, a blur of silvery-blue streaked across his field of vision, and Chick went flying. The Buick landed roughly about twenty feet away, cursing, while his knife sailed into a pile of rubble.

"That's for hurting Lightning," the newcomer said coldly, picking herself up off the ground. Silver-blue and white, with a horned helm like Jazz's and gleaming amber optics, she was no one Lightning had seen before, but he could have sworn he knew her from somewhere. That voice... he KNEW that voice...

"I spring you from the brig and this is the thanks I get?" growled Chick, pushing himself up on one arm.

"And THAT," she went on as if he hadn't spoken, kicking him hard in the side, "is for destroying Radiator Springs!"

"Ow! Get off, crazy woman!"

"And THAT," she continued, finishing things off with a hard blow to the head, "is for ruining my wedding!"

Chick went down in a heap, knocked out cold by the last strike. The femme made a show of examining her knuckles for damage before turning to regard Lightning.

"You're alive," she murmured, relief suffusing her features. "I was so scared... but there you are. Different from before, but alive..."

"Sally!" He struggled to his feet, staggering with the pain in his damaged leg. "Sally, is that you?"

"Who else would it be, Stickers?" she retorted, and she rushed to his side, lending her support to his damaged side. "Are you all right?"

"I'm fine, I'm fine," he assured her. "What about you? Are you okay? You look... um... you look good."

She shot him a glare, but her slight smirk ruined the effect. "You still have a way with words, Stickers."

Lightning just laughed, his joy at seeing Sally alive and unharmed drowning out the pain of his injuries and the chaos of the battlefield. He couldn't resist hugging her and planting a kiss on her lips. Sally was back, Mater was back... all was right in his world.

"Hey lovebirds, break it up."

Lightning broke off the kiss and turned to see Doc glaring at them, standing over Chick's prone form and a shotgun pointed down at the green Buick. It was hard to tell with optics, but by the way Doc tilted his head he was sure the Hudson was trying to roll his eyes at the two of them.

"Wow," Sally noted, looking Doc up and down. "You guys'll have to tell me just what went down here while I was gone."

"It's quite the story," Lighting replied. "Guess it's safe to say that everyone here is more than meets the eye right now."

Sally groaned. "That was bad, Stickers... really bad."

"Knock it off, you two," Doc grumped, though Lightning swore he was smiling faintly. "We've got a prisoner here to take care of, and a battle to clean up. You can romance all you want once the day is won."


The Decepticons were in chaos now, scattered and completely disorganized. They had come here expecting an easy kill, eliminating the presumably-weakened and demoralized Autobots and wiping what remained of the town off the map. They had NOT expected the normally peace-loving Autobots to fight back this viciously, enraged rather than disheartened by the destruction of their comrades' homes. Nor had they expected them to take a page from Megatron's own plans, and recruit the citizens of Radiator Springs - now roused to action by the attack and eager for a little payback - to their cause. To have their expectations completely blown out of the air was as much a blow against them as any weapon could have dealt.

Megatron knew his plan had backfired badly... but he was not about to admit it. And he was determined to come out of this with at least one objective completed - beating the scrap out of Optimus, tearing the spark from his chest, and bearing it back to the Nemesis as a trophy.

Boss, we're gettin' pummeled here! Wingo radioed frantically, just as Megatron had finally secured Optimus into a headlock. The lousy 'Bots have got Chick and Boost! We ain't gonna last much longer...

Megatron snarled in rage, Wingo's communique having broken his concentration long enough for Prime to squirm free of his grasp. Stop whining and fight, you coward! Or I'll disassemble you myself!

All right, all right, Chrysler, huffed Wingo. What crawled up your tailpipe and died?

"Give it up, Megatron," Prime ordered, his hand retracting and his energy axe humming to life. "You've harassed Radiator Springs and its inhabitants long enough."

"You will defend these weak, pathetic mechanisms so valiantly?" Megatron retorted, activating his flail in return. "Fellow Autobots are understandable, but these weak primitives? Bah!" He lunged, swinging the flail, forcing Prime to jump back to evade the blow. "They are stupid, pathetic excuses for constructs, good for nothing but spare parts to build my forces! Why put your neck on the line for them?"

"Because all sentient life deserves to be protected," Prime replied. "These vehicles are not merely your playthings or resources for conquest - they are living, feeling beings. That position demands respect!" He lashed out with his own weapon, and Megatron felt the hum of energy as it whizzed past his helm.

"You're as pathetic as these cars, then!" he taunted. "And a hypocrite besides. You preach that they're to be respected and defended... and yet look at what you've done to them!" He gestured toward the fallen Skyfire, Fillmore kneeling at his side and trying to patch his damages while Sarge grappled with Wingo nearby. "You do the very same thing - turn them into your own soldiers. You are no better than I, O Noble Prime."

Prime's optics flashed, and Megatron grinned, seeing he had hit a sensitive circuit. But when the Prime spoke again, it was in a firm, confident voice.

"No, Megatron. I am not like you. You forced and coerced Chick and his cronies to your side, and attempted the same with Mater. But the citizens of Radiator Springs chose to join us of their own accord. They choose to stand and fight, to protect their homes and their loved ones. And if they choose to become more like our kind in order to do so... so be it."

As if to emphasize Prime's statement, a shriek of pain ripped the air as Sarge pinned Wingo to the ground, twisting the green punk's arms behind his back until he was howling curses at the top of his vocalizer. At the same time, Snot Rod took off across the field, yelping wildly, as Swoop tailed him and repaid him for his pyromaniac tendencies with well-placed blasts of his own medicine to the aft. DJ was yelling at both DRH members to stop whining and fight back, but when it became clear they were in no condition to pay him any heed he simply growled in frustration and stalked off.

"Give it up, Megatron," Prime repeated. "Let this battle end now."

"I'll end it now!" he snarled, and he swung low with the flail, knocking Optimus off his feet. "I'll end it with your head on a platter!"

Prime tried to push himself up, but Megatron brought his flail down and caught him in the chest, knocking him prone again and denting his chestplates badly. The Autobot leader tried to scramble away, but Megatron was quickly atop him, hands around his throat in an effort to tear his neck struts and cables apart. Prime's optics flared with terror as he clawed at the silver Decepticon's hands, and Megatron savored his opponent's fear. How he'd dreamed of this moment...

DJ screamed, and mechs on both sides of the fighting began to scatter in blind panic. Megatron's head jerked up, an annoyed snarl on his lips. Who dared interrupt him in his moment of triumph?

Not a who - a what. A massive orange vehicle bore down on him, wicked blades whirring before it in a deadly pattern, an enraged bellow tearing from its mouth. It seemed heedless of the battle around it, plowing through the fighting without even flinching, not even seeming to notice the stray blaster bolts that clipped its plating as it moved. Autobot and Decepticon alike scattered out of its way like glitch-mice before an electro-cat, and even the Dinobots backed away and gave the creature a respectful berth.

"What the..." Megatron gaped.

"That's Frank," Prime replied, as if that explained everything. And with a mighty heave, he threw the silver warlord off of him and rolled out of the beast's path.

Megatron tried to scramble to his feet and follow after Prime, but he wasn't fast enough. Frank was upon him, and before he could push himself upright the combine had run over his legs. Agony seared through his sensor array, and he roared in outrage and pain. Frank responded with an equally outraged roar, and he turned to bear down on his prey again.

Megatron tried to stand, found his battered legs wouldn't allow the action, and collapsed again with a growl of outrage. This was undignified! He hadn't come this far just to be defeated by a stupid animal, mechanical or not! Raising his cannon-arm, he fired at the beast, hitting it squarely in the chassis. Frank gave a loud bawl of rage and pain and veered off-course, smashing wildly through a nearby fence before coming to a stop, his engine puttering to a stop.

Satisfied that the creature was no longer a threat, Megatron turned to survey the battlefield. It was not a pleasant sight - what troops were not already abandoning the battlefield were staring at their wounded leader, some with expressions of shock, others with barely contained mirth. He ground his dental plates and forced himself to his feet, ignoring his damage report and the screaming pain sensors in his legs. The only bright spot in this mess was that Starscream wasn't here, or he'd never hear the end of this...

"So our glorious leader is bested by a mere beast?"

Megatron whirled... and found himself face-to-face with his smirking second-in-command. The white-and-red jet had char marks on his wings and legs and was smeared in dirt, signs that he'd had a recent crash-landing, but that didn't seem to detract from his obvious enjoyment of his leader's current state.

"Really, Megatron, I expected better from you," Starscream gloated. "Or was this part of your plan all along?"

Megatron's only response for the Seeker was the back of his hand across his smirking face. "Decepticons! Retreat!"

"About fraggin' time," Thundercracker muttered, then quickly shut his mouth when Starscream turned to glare at him. The blue Seeker transformed and took off, Starscream and Skywarp close on his thrusters.

This isn't over, Megatron thought darkly as he took off after the Seekers, not sparing a backward glance at the ruined town.


As soon as Megatron was gone, Prime sprinted to Frank's side and rested a hand against the side of the vehicle, searching for any sign of life. The combine's engine still ran weakly, and he felt an odd surge of relief at that. Despite Frank's vicious reputation, he had no desire to see him die, especially at Megatron's hand. All life was precious, after all. That, and the ornery vehicle had just saved his life.

"Decepticons are in full retreat, Prime," Prowl reported, running up to join his commander. "Five captives taken - Chick Hicks and these self-styled Road Hazards. Minimal damages to our side, with casualties being taken to the Wheel Well as we speak."

"Good," Prime noted, feeling another flood of relief at that news. "Very good. See that Frank gets taken there as well, and undergoes a full repair."

Prowl stared at the combine, then at Optimus. "Sir... are you sure?"

"Positive, Prowl. That is an order."

"Um... yes sir. Anything else?"

"For starters, we can do something about our visitors," Kup interrupted, walking up at that moment with a scowl on his face. "The military finally showed up. Too late to be of any use, of course, but right on time to throw our afts off the planet."

"That's enough, Kup," Prime replied calmly. "Oversee the cleanup of the battle and the securing of the prisoners. All other officers... let's go see what the military has to say."