Disclaimer: I do not own Transformers, they are owned by Hasbro. This is based in the Transformers animated world. Another Autobot goes down! It will contain non-consensual slash as well as consensual slash and m preg. No like – no read. This was requested by :iconhealia:. This is strictly a fan fic. No flames or harsh comments. Constructive criticisms welcome. Enjoy!

(1 month later)

Bumblebee was on complete bedrest, as he was too top heavy to walk around the base safely. And so, now confined to bed, Bee ordered Starscream around, as since the seeker was bigger, he was still able to be up and around. That, and femmes never were as big as mechs even in the sparkling development chambers. Bee, was well take care of, as when Starscream was not available, an unknown former Autobot waited on the bot hand and foot, which pleased both Megatron and Bee. Megatron, seeing that Bee was settled and all the previous captives were going as planned headed down to the depths of the layer to check on one particular bot's progress – that soft spoken former leader of the Autobots, Ultra Magnus's.

Megatron looked as the defiant Autobot lay chained down spread eagle on the metallic table in front of the new emperor. Ultra Magnus, though not of his own accord, acquiesced to Megatron, even though Ultra Magnus still continued to fight the programming that Soundwave was trying to imprint on Ultra Magnus's systems. Megatron was not programming Ultra Magnus to be a breeder or a slave to a specific bot, he was creating Ultra Magnus to work construction in building the towns and homes and such for the Cons and their slaves as well as the slaves' houses for the glorious Decepticon empire. And while interfacing was used to make the bots more receptive to their new programming, Megatron found that Optimus Prime and Ultra Magnus were fighting against the programming, even though Megatron could see that slowly but surely both were coming under Megatron's control.

And in spotting Ultra Magnus's hardened arousal peaking out, as the Autobot's interfacing panel had been removed, Megatron decided to play with it to see if he could help "enhance" the reprogramming that Soundwave was performing. And as Megatron wrapped his hand around Ultra Magnus's arousal, the Autobot commander tried squirming away, which only helped Megatron rub up and down the whole length without moving his hand. Megatron let Ultra Magnus squirm, and the more the bot squirmed, the more lust began to override the former commander's resistance. Megatron smirked as the former Autobot leader was literally becoming Hot and bothered and the con leader had not even done anything yet. Megatron continued to play with the former leader's arousal, causing Ultra Magnus to moan in utter bliss.

And as if that was not enough, Megatron, wanting the reprogramming to go faster soon took the former leader's arousal into the tyrant's mouth and began to use tongue and sucking action to drive the former stoic Autobot leader wild. Ultra Magnus, having gone eons without interfacing was soon overcome with lust, and even encouraging the tyrant to take him. Megatron, though, was taking his time and while he continued using his mouth on the former Autobot's cable, Megatron stuck two fingers into Ultra Magnus's front port, unknowingly causing the formed Autobot leader to see spots, as the pleasure and pain blinded the former leader. He was completely at Megatron's mercy and Megatron knew it.

And having no more will to resist, Megatron continued the pleasure as Soundwave started the hardest part of the program, turning the former independent competent leader into a slave that craved praise from his superiors as well as the occasional physical contact. Megatron watched the former Autobot submit to the programming, and Megatron timed his "assault" so that Ultra Magnus would "overload" just when the reprogramming finished, cementing the programming deep into the former Autobot. And soon, it was done.

As Ultra Magnus awoke, he looked up at Megatron with new optics, realizing that he was emperor, Ultra Magnus got up and kneeled before Megatron, with Ultra Magnus's cable and port still showing.

"Slave, what are your functions?" demanded Megatron.

Continuing to kneel in respect, Ultra Magnus answered, " I am to construct buildings as well as allow all Decepticons to play with me as they see fit."

Megatron liked the response, but one part needed to be corrected. "And what Cons are allowed to play with you?" asked Megatron.

"Only the ones you allow, oh master and emperor Megatron" retorted Ultra Magnus, hoping his answer was right this time.

Megatron smiled and smirked. "and as far as breeding purposes?"

Ultra Magnus responded, "I am not to breed. If I find myself with sparklings, which can only come from Decepticons, I will report to you, and you shall decide their fate."

Megatron smiled even more sinisterly as he realized that yes indeed, Ultra Magnus had been broken in. It had all been so simple, as Bee had informed Megatron that Ultra Magnus had not gotten any for a long time. And Megatron used that weakness against Ultra Magnus, and now Ultra Magnus was nothing more than a slave built to serve the Decepticon empire. "I will take that hammer, as it belongs to me now" stated Megatron, and Ultra Magnus was quick to hand over the powerful weapon to his new master and ruler. Megatron stared at the mechanism that had allowed countless Autobots to defeat the Decepticons, but no more, as the powerful weapon was now freely given to Megatron and Ultra Magnus was finally in the place where he belonged, as a slave to the Cons. And with the programming complete, Megatron contacted Shockwave and soon Ultra Magnus was on Cybertron working hard with other former Autobots.

Now the only remaining bot left was Optimus Prime, but Megatron had a special place for this bot. And as soon as he could, Megatron would get the defiant young Prime to submit and fill the place that had been created for him, as a harem slave to the Decepticon emperor Megatron. And wanting to check on the progress, Megatron walked over to the place where Optimus had been taken once captured, and when Megatron entered the dark, dank brig room, he was pleasantly surprised and shocked at what he saw going on right in front of his optics.