The Fallen stared at the screen before him, his frown deepening. Closing his optics, he dwelled on that presence he had felt on the Nemesis. It was so familiar, like a memory that was just out of reach. It had been clouded, blocked in some way. But he had known that presence that commanded such respect. Respect that he was loath to give.

Shouts and screams could be heard. The clash of metal, the taint of spilled energon. A femme ran by, wielding a tool that could both create, and destroy. She was beautiful, and she was gone in a flash, her light gone with her.

Mechs ran by. All a color and all a blur. All unique in their own way, from their build, to their talents. They all fought as one, despite their differences.

A silver mech strode forward, the smoke and ash that clouded everything parting for him. For a moment, he looked like the regal leader he used to be in the Halls of Primus. Then the reality of war came crashing back down, and he was just a mech, fighting for his life and the life of his kin. He was shouting orders and screaming in fury. For a brief moment, his blue optics flashed to the Fallen, before he was swallowed by the ash and fire of war.

His optics snapped open, a snarl escaping from him. Prima. That was the presence he had felt. That cursed Prime was on that ship! He was with the Decepticons.

"Optimus?" a voice asked hesitantly.

The Fallen turned to look down at the child who had called his attention. Jack, his dark, bright eyes gazing up at him with concern. "Are you alright?" he asked.

"I am well, Jack," he said simply. He cocked his helm as he gazed at the boy. That energy, though not like a Prime but very similar, was tainting the human. He frowned. But how could a human posses the aura of a Prime? He silently prodded at the small space that Optimus was now trapped in. The young Prime was silent, dormant. But he was aware of everything going on.

"May I ask what brought that on?" the Fallen asked. Any chance he got around this certain human gave him the opportunity to figure out what made this human so special.

The boy hesitated. "It's just, you seem withdrawn. I know things are a bit hectic around here lately, and I understand that you're busy. But I was just...worried." He averted his eyes, before looking back up at the Fallen with determination.

The Fallen's frown deepened. Could the boy be aware? Impossible. Not even the Autobots had dared to approach him. Though the medic could pose as a problem. The history between Optimus and him was deep.

He would deal with that later.

"I thank you for your concern. I am just anxious to collect these relics and keep them out of Decepticon hands," he replied.

Jack nodded. "I know. We were lucky to have made it out of there alive and with the drive."

That was one way the humans had come in as useful and not just annoying. But the Fallen could tell that the hard-drive had been tampered with. Not all information had gotten on there. He did not known if that meant the Decepticons possessed the same information they had, or not. Truthfully, he could not bring himself to care. He just needed the relics he had been sent to find, and destroy. Once the Omega Keys were dealt with, he could make his way to awakening Unicron. But if Prima was with the Decepticons, then that gave him pause in his movements. Why would his noble foe side with them? They certainly were not his type of Cybertronians.

He only needed one Key. One to destroy. Without all four Omega Keys, Cybertron would remain a wasteland.

He strode forward. Best to get started as well. But first, he needed answers.


Megatron looked like a patient mech. But on the inside, he was a swirl of raging emotions. They had only been able to obtain two locations for the relics. Only two! There should have been more, and he was sure Prima had something to do with it.

Prima. He scowled. Yet another Prime for him to deal with on this cursed mission.

"Letting any of these relics fall into Autobot hands is out of the question," Solus said firmly. He scoffed. Like he didn't know that.

"It would be helpful if we had an advantage," he commented, raising an optic ridge. She knew what he meant by that and he knew what her answer would be before he had even said anything.

She glared at him. "You have a warship and hundreds of troops at your beck and call. I think that is advantage enough."

"And what is the endgame here, Lady Prime?" he asked. "I refuse to play this little game where we run from a fight every time the Fallen shows his face. What is your plan to ending this?"

"We have not yet figured out a solution to eradicating the Fallen from Optimus's body," she said. "We have theories, but nothing solid."

Megatron frowned. "See to it that you find a way out of this mess. Or the next time I see him in battle, I will not be pulling my punches."


Knock Out hummed as he observed Breakdown's still form. His partner was induced in stasis, as he had gone through a severe ordeal of brutal attacks. Granted, inducing stasis was not needed for any medical reasons. But it was needed in order for Knock Out to complete his work.

"There," he said, putting the finishing touches on his new masterpiece. There was no doubt in his mind that Breakdown would be less than pleased with what he had done. But it was over with and there was nothing the former Wrecker could do to change it. He flipped the switch which would allow the mech to come out of stasis, and he could not help but grin, anticipating Breakdown's reaction.


"Dreadwing, Starscream shall accompany you. Soundwave will provide you with this relics location," Megatron said.

"Lord Megatron," Knock Out said brazenly. "I would like to volunteer myself and Breakdown for a mission. We have always conducted such scouting, and it would be nice to retrieve a sense of normalcy in this time of confusion and chaos."

"This is not just a meager scouting mission," Megatron said with narrowed optics.

"I am aware of that, my liege," Knock Out said swiftly. "But allow me to prove myself to you. I promise you, that I shall come back with the relic in hand."

"For your sake, I hope you are right," Megatron growled. A small part of him wondered if this was a mistake, but he pushed past it. He had more important things to worry about. His gaze fixed on Soundwave. He frowned, the information he needed just within reach. But he dared not approach his spymaster with such a task when the Primes could become aware of it.

He'd think of something.

"Threatening your troops will get you nowhere," Solus commented from her spot.

Megatron did not even glance in her direction. "It is effective." He absently tapped his servo on a nearby computer in a rapid pattern, watching out of the corner of his optic.

"And what if they fail? Are you to eliminate them? That does not provide good moral."

Megatron finally looked at her over his shoulder. "Is there a point to this lecture?" Soundwave looked up briefly, his servo tapping quickly before falling back at his side. Megatron absently nodded; message received.

She hesitated, before straightening up, and Megatron was once again reminded of the female Prime's height. "As a matter of fact, there is something I would like to discuss. The scrutiny around here will diminish somewhat."

He frowned. "Diminish? You mean to tell me that you are leaving?" He tried not to sound too eager. But he was aware that things like this never happened without a reason. He prepared for the bad news that was surely to come.

"Not exactly," she said. "We are being pulled back. Our recent...methods have fallen out of line with Primus's values, and he thinks it wise to pull us back, give us less freedom if you will."

"So you are leaving."

She sighed. "Yes and no. If you get out of line, we will become active. If you call for us, we will come. If we feel we are needed, then we will arrive to provide our assistance. We will still be connected to you all, but we will no longer be hovering over your shoulders. However," she held up a servo. "That does not mean you will not be watched. Need I remind you that Prima is now the Nemesis?"

Megatron's gaze flickered to the ceiling. "Of course not." He looked back at her. "And what recent methods of yours caused you to step out of line?"

"The possession of your body," she said briskly.

Megatron could not stop the incredulous expression that showed on his face. "But that was out of necessity."

"Primus believes in free will as do I," she said simply. "Regardless of the situation. And I think, in a way, it will be good to limit the freedom we have around here. It will keep us in line and remind us of why we are here."

Megatron frowned. "Is this permanent?"

"Why Megatron," she said with a smirk. "Are you reluctant to part with me?"

He scowled. "Hardly. I just do not like the idea of not knowing what goes on in my ship."

"I can assure you that you will not be seeing me around as often as before," she said. "You will know when I am near, that is for sure. But, there are some assets that I would like you to become aware of before our contact becomes limited."

"Assets?" he asked, frowning. Whatever weapons or advantages the Primes gave them, he would use. After all, this was to be temporary, and the Autobot and Decepticon civil war would still go on when the Primes left. Any weapons he could use against the Autobots would be useful.

"Assets that will only become active if they are needed," she said firmly. "So far, you seem to be doing really well."

He waited. "Is that all?"

She hummed. "I believe so."

"About this situation with Optimus," he said suddenly. It did not escape him the sudden flinch in her shoulders, or the dimness in her optics. "These 'theories' you Primes have for eradicating the Fallen better be put into action. My warning is still there. Optimus will die if we meet on the battlefield."

"Terminating Optimus would only free the Fallen's spirit," she said sharply. "And he would be free to find a new host. What would stop him from taking yours? Be wary when you do face him in battle, Megatron. The Fallen has been at this for years. He knows what he is doing."


Breakdown stormed down the halls of the Nemesis, fuming. He ignored the odd stares he was receiving, and he did his best to avoid the rooms he knew Megatron was in. Where was that medic? He was going to kill him! Searches turned up futile, and then he had been informed that Knock Out had volunteered the two of them to unearth the relic.

How convenient.

"Knock Out!" he bellowed as he stepped through the groundbridge with the last of the troopers Megatron had sent. "You have exactly one nanosecond to tell me what you did-"

"Ah, Breakdown," Knock Out said cheerfully, cutting him off. "Good, you're here. Now, try not to damage your finish as we dig around this pathetic site."

Breakdown snarled, the noise echoing in the dark, wide tunnels. "My finish was just fine before you got to it!" He ignored the odd stares the many troopers were giving him. Many had stopped what they were doing to gape at his bright, new paint job. His upper body was shined a perfect metal that it reflected everything in the room. The metal shine then bled into a red that only a master could perfect. And a master, Knock Out was.

Knock Out waved a servo. "Nonsense. You look better. Besides," he grinned, gesturing to his own new blue and red paint job. "We are turning a new leaf. New leaf, new look."

Breakdown scowled. "And what human celebrity did you use for inspiration?"

Knock Out hummed. "Oh, I think I'll let you figure that one out. Now," he clapped his servos together. "Let's find this relic and get out of here before the scum and dust damage the finish. Besides," he called out. "You should drive around the city when you're done. I did, and there were many humans ogling my new look."

Breakdown glared at his partner's retreating form, fuming. While he did not deny that the finish was amazing, it was not something he would go for. It was too flashy and the metal shine would make him stand out in the dark. Not something a sane mech would use in war. Yet, he had often wondered if Knock Out evan was sane. His fascination with dissecting others was a negative sign.

"What are you looking at?" he demanded at the troopers. "Get back to work!"


"New York sure is busy," Arcee commented as she strolled down the tunnels, her pede steps echoing around the tunnels. Beside her, Bumblebee beeped in affirmation. She was glad that the tunnels were tall enough for her to stand up straight, and she could tell Bumblebee felt the same. She briefly closed her optics, the damp air brushing her armor. It almost reminded her of the tunnels back on Cybertron.

"So what kind of relic are we looking for?" Miko asked.

"Not sure," Arcee replied. "But whatever is is, we cannot let the Cons get it."

Miko nodded. "Totally understand. Come on Jack," she said, tugging on the older teen's arm. "Let's scout out the place." There was excitement in her eyes and a skip in her step ever since she came on this mission.

She watched as the kids scampered ahead, though they stayed close by. She kept her sense alert for any signs of Decepticon activity, or any humans they might come across.

"Alright Cee, what's bugging you?" Bumblebee asked.

Arcee gave him a look. "What do you mean? I'm fine."

"Uh huh." But he said nothing else.

"It's just," she started, ignoring Bumblebee's triumphant look. "Well, never mind. It's stupid and I might be jumping to conclusions."

Bumblebee paused. "Is it about Optimus?"

She hesitated, guilt tearing at her. She had no reasons to doubt her leader. Nothing he did stood out to her. Why was she even second guessing him? Why did she feel the need to gather the children close whenever he was around, as if his presence was the danger that threatened them all? And yet, she couldn't help but feel that way. She would lay awake in her berth, alert to the smallest of sounds on the base. Sounds she had once found comforting and familiar were now filled with menace and foreboding. And when Optimus had touched her, placing a servo on her arm, she couldn't help but jolt away, as if she had been burned.

"I think I'm jumping to conclusions," she said finally. "He's changed, that's all." Yet there was something in her spark that was telling her that it was more than that. "I've just...been uneasy in his presence." She could not met Bumblebee's gaze, suddenly ashamed. She should not feel this way, yet something told her that it was right. She was right to be afraid.

The thought startled her. Was she afraid of her own leader?

"No," Bumblebee said suddenly. "It's not stupid." He paused. "I've...been uneasy too."

She shot him a look, one of relief and one of caution. She was relieved that she was not the only one who felt that way, but she was also cautious for reasons unknown to her. "You felt it too?"

"So did Ratchet. Not sure about Bulk though, but something's not right. My spark shivers whenever Optimus is around. And…" He choked, and Arcee felt a moment of alarm. "I saw...his servo move in an odd way."

She stopped walking and grabbed Bumblebee's servo, giving him her full attention. "What do you mean?" she demanded, keeping her voice low so as to not catch Jack and Miko's attention.

"It," he paused. "It moved in quick, jerking movements. None of it was natural. We were not made to move in such a way, and yet, he did. I don't know how to explain it! But it was wrong. Everything was wrong."

This should not have concerned her, but it did. A part of her wanted to chalk it up to Bumblebee being overly skittish, but he was the scout. He noticed things that were out of place. It was what he was trained to do and if Ratchet also thought something was odd…

"Hey," Jack said suddenly, catching the two Autobot's attention. "You two coming?"

"They're trading secrets," Miko piped up with a grin. "Spill you two."

"Analyzing," Bumblebee said, giving Arcee a look.

Jack and Miko frowned, looking at Arcee for help.

"Analyzing," she repeated, giving Bumblebee's servo a grateful squeeze. "We might be closer to the relic then we think."


"Come on, come on already!" Knock Out exclaimed. "Haven't you found anything?"

Breakdown stood nearby and huffed at the medic's impatience. Yes, the troopers could drill a little faster, but Breakdown was more worried about the humans coming to investigate the strange noise. Squishing them was out of the question, according to his Prime.

He frowned. Now that he thought of it, he hadn't seen his Prime since he had emerged from stasis.

"Hey, Knock Out," he said, coming forward. "Is your Prime with you?"

Knock Out huffed. "No, and I don't really care what he does with his time at the moment. The lumbering mech is smart, but he is a constant shadow that I do not need."

Breakdown's frown deepened, but he thought nothing of it after a moment of thinking. Just because he couldn't see his Prime didn't mean he wasn't there.

"Aha!" Knock Out exclaimed, pushing a trooper out of the way. "Just what have you found today?"

Breakdown came forward to see the container that no doubt held the relic inside. But just before he could take a moment to celebrate, a trooper came forward. "Knock Out," the trooper started in its emotionless voice. "We have sighted a human coming down the tracks just a few clicks from here."

"The fleshy will be on us in a moment," Knock Out seethed in annoyance. He straightened up. "Breakdown and I will take care of this. Take that relic to Lord Megatron immediately. Do not linger."

"So what's the plan?" Breakdown asked as he jogged after Knockout.

"I am forming a plan as I go," Knock Out replied. He transformed into his car form before zooming off. Breakdown quickly followed, relieved that Knock Out had not given him a different alt-mode along with the paint job.

Knock Out quickly came to a stop, his tires screeching before his holoform of Dick Tracy showed up. "Show time," he muttered to Breakdown before striding forward. A human was climbing out of the vehicle he had been riding. He was obviously a construction worker, judging by the orange vest he wore and the yellow hat. His arms were large and ripped with muscle. Breakdown inwardly raised an optic ridge. It would have been fun squishing this human.

"Greetings," Knock Out said to the man who was observing them. "But I am afraid you are interrupting a private investigation going on here. So I will have to ask you to leave."

The man frowned. "Investigation? I didn't get any word from my boss about anything like that."

"Well, that's the whole point about the investigation being private," Knock Out said, adjusting his fedora. "This area is strictly off limits, and if you refuse to cooperate, then I will I have to write you up to my superiors."

The man frowned. "What kind of investigation?"

Knock Out huffed. "That is classified, I am afraid."

Movement up ahead caught Breakdown's attention, and his optic widened when he saw a flash of yellow. Activating his holoform, he strode past Knockout and the human, his steps cautious. A part of him wished he could transform, that way he could have easy access to his weapons. But he had to make do with what he had.

"Hey sir!" a sudden voice piped up. He stopped, turning around to see a young girl smiling nervously at him. He looked back to where he had thought he saw the strange movement, but his attention soon became preoccupied with the girl.

The girl looked strangely familiar. As she babbled on about some excuse as to why she and her friend were in the tunnels, he observed her appearance. Her black and pink hair was pulled up in wild pigtails, while the rest fell down her back in a small ponytail. Her odd choice of clothes stood out, with her blue jumper and pink t-shirt and long boots.

"-And that's why we're here," she finished off with a smile. "We usually don't wind up in situations like this, as Lenard," here, she gestured to her dark-haired friend. "Is usually smarter than he lets on."

Smarter than he lets on. Smarter than you let on, Bulk. His optics widened when it all suddenly clicked for him. The voice, the outlandish appearance. The girl. Bulkhead's pet. He narrowed his optic and roughly grabbed the girl by the arm, causing her to yelp. "Hey! Get off!" she growled.

"Hey!" the boy shouted, jumping from the vehicle. "You can't do that-" He was cut off when Breakdown grabbed him as well, dragging the two squirming teens towards Knockout and the human.

"What kind of a name is Dick Tracy?" the human asked. "That's not even a real name! It's from the 1930s comics."

Knock Out blinked, surprised. "You've read those?"

"Detective," Breakdown said curtly, striding forward and planting himself between the two. "I have some of the...pets."

Knock Out frowned, eyeing the two children who were both glaring at Breakdown. "Pets?"

He nodded. "Of the squishy kind."

Knock Out's optics widened as he looked once more at the children. "Put them in the vehicle. We'll deal with them later."

"Hey!" the dark human said, coming forward. "Those kids are with me, and-"

"And now, they are with me," Knock Out said. "Really, mister Vogel, I don't think you'll want me to write this up to the CIA Director. Why don't you just forget about all this and move on with your short life."

The human, Vogel, blinked. "B-but the kids!"

"Are in protective custody," Knock Out said. "Now, stop asking questions and just do as I say!"

Vogel stuttered. "Detective Tracy, I really think that-"

"Detective Tracy, is it?" an unfamiliar voice called out from the shadows.

Breakdown looked around, holding onto the children as he scanned the tunnels. He spotted a group of armed men coming forward, guns held casually in their arms to give off the appearance of superiority.

Knock Out rolled his optics. "What now?" he grumbled.

A man with a cigar in his mouth approached Knock Out, his manners casual and cocky, like he had caught a prize. "You Dick Tracy?" the man asked, puffing some cigar smoke in Knock Out's face. He looked a bit odd, his hair was in a curly, wild style, yet his suit was neatly pressed with a simple tie. His face was pinched up as he studied Knock Out casually.

Knock Out's holoform didn't even cough, though he did wrinkle his nose. "Yes, so what?"

The man grinned. "I've been looking for you for a long time. Though I would never have guessed to find you so quickly. Maybe next time you'll be more careful when you drive around my city, displaying that fancy looking car of yours. You made quick work of my men though. I must say, I'm impressed."

Knock Out frowned. "I am sorry." He paused. "Wait, no. I am not sorry, as I have never seen you before in my life."

The man chewed on his cigar, still grinning. "That's alright. Many don't. And those who do, meet a quick end. You, my friend, are a lucky man."

"And you have bad teeth," Knock Out commented, squinting. "Honestly, a man dressed like you ought to be able to afford proper dental work."

The man frowned. "I could say the same about your fashion statement." He gestured to Knock Out's trench coat and hat.

Breakdown could see the frustration in Knock Out growing. "You will tell me who you are before I squish you to a pulp," he growled. "My patience is that thin!"

The man threw back his head and laughed. "Oh my, we have a feisty one here, eh boys?" He grinned once more, though there was no mirth in his eyes. "Allow me to introduce myself, Detective. "I am Flattop Jones."

Knock Out gave a bored look. "And that's supposed to mean something?"

Flattop Jones blinked, clearly not expecting that kind of reaction. "I am the leader of the Cryps and Blood gang," he said.

Knock Out scoffed. "Really? Fascinating name."

The cocky look was gone, replaced by anger and exasperation. "You put my men in prison, and compromised the Ghost."

"Oh!" Breakdown couldn't help but exclaim. "He's the gang leader you kept bothering. You know? One of his men tried to 'steal' you?"

Knock Out's optics widened. "That was you!" he snarled, whirling on Flattop Jones. "Do you know how hard it was to buff my finish?"

Flattop Jones blinked, but slowly grinned. "Let's not get too emotional, Detective. I have you outgunned, and you are coming with me." He eyed Breakdown. "It seems your partner knows more about your work then you do."

Breakdown shot the Decepticon medic a look. "Maybe you shouldn't have your 'wife' do all the work for you next time."

Knock Out scowled, a dangerous glint in his eyes. Anticipation filled Breakdown. Maybe he'd get to squish some humans after all. His Prime wasn't here to stop him anyway. They had the relic, and they would be bringing two of the Autobots pets to Megatron.

All in all, it was a pretty good day.

"Point that thing somewhere else before you hurt someone," Knock Out growled at the gunmen who were surrounding him.

"Nice car," Flattop Jones said, tracing his hand over the hood of Knock Out's car.

Knock Out's frown grew deeper. "Don't touch."

Flattop Jones just smiled. "Maybe I'll take it once we're done here."

"That's it," Knock Out snarled, striding forward, ignoring the gunmen.

"Shoot them, all but the detective," Flattop ordered. "I want him alive a bit longer."

Protests were heard from Vogel and the children. The only ones to stay silent were Breakdown and Knockout. The two Decepticons glanced at each other briefly, Knockout's holoform flickering for a moment. Breakdown grinned, loosening his grip on the captives he was holding as his holoform also flickered for a moment.

This is why he became a Decepticon. Autobots had morals, they had a certain code. While Decepticons had a certain code as well, they weren't as uptight about it. The way he saw it…

Decepticons got to have more fun.

And then, blaster fire could be heard from the other end of the tunnel.