Hey, I'm back!

Couple of things before I begin. Someone pointed out that I haven't added in the Ultimate forms yet. Well, not to fear, this chapter takes care of that! And... that was all I had. Very well, let's get into this.

I don't own Ben 10 or Transformers Prime.

Prime 10: For Who The Bell Tolls

"And it was written in the Covenant of Primus, that when the forty-seven spheres align, a perpetual conflict will culminate on the world that imprisons the chaos. And the weak shall perish in the shadow of the rising darkness."

Everyone was silent as Optimus finished reciting the line. Finally, Arcee said, "No skies raining fire?"

Ratchet huffed. "Goes without saying," he said. "It is a doomsday prophecy after all." However, he seemed distracted by something.

Bulkhead shrugged. "I still say it's a bunch of hooey," he said.

Ratchet turned to his console. "I had always assumed that the ancients were referring to our home planet, but Cybertron has been dark for ages…"

"And considering what has happened on this planet since Megatron's arrival…" continued Perceptor.

"Wait," said Bumblebee. "We've known about this stuff for ages, and never given them a second thought."

"Yeah, why the ominous rumbling now?" asked Arcee.

"Because the planetary alignment that the prophecy refers to… is nearly upon us," said Optimus.

"And the end point is…" Ratchet said as he pulled up a star map.

"… Earth," said Max Tennyson as he and Gwen looked over a similar chart with Yuki hovering over their shoulders. The Necrofriggian was waiting for Ship to come back from Galvan Prime, and was seeing what the two head Plumbers were worried about.

Yuki threw up her hands. "Why is it always Earth?" she asked.

Kevin laughed from the corner where he had been leaning. "Crazy coincidence… right?" he asked.

"I cannot answer that, Yuki," said Optimus. The Prime had contacted the Plumbers after he had finished talking with his team. "And I don't think it is a coincidence, Kevin."

"So, how long do we got before doomsday?" Ship asked from the doorway.

"A few days… at the most," said Optimus. "However, I am more concerned about those who believe that the prophecy speaks to them alone."

"I did not seek out the blood of Unicron simply to keep my spark aflame," said Megatron as he paced the decks of the Nemesis, "but to rule undead armies and conquer worlds! But, to accomplish that, I require more than the sliver that resides in my chest."

He turned to face Knockout, who had chosen a bad time to check his nails. "So where is my Dark Energon?!" he roared, stamping a heavy pede for emphasis.

Knockout had taken a step back, but the red 'Con regained his composure. "Out there, my lord," he said, waving a servo towards the darkness of space. "Just waiting for you to reach out and pluck it."

Megatron frowned.

Obvious to his master's mood, Knockout continued, "But you shouldn't push yourself too hard," he said. "You've had setbacks, and were in stasis-"

Megatron cut him off by grabbing the front of his chassis, and lifting him up to his optic level. "Which is precisely why I must make up for lost time!" he shouted. "I can see the future, vividly! And I must ensure its outcome…" He trailed off, remembering the vision he had had in the early morning.

Megatron was standing over Optimus, sword held high, as a volcano behind them erupted. But what was coming out wasn't lava. It was a purple substance, and the skies grew dark. And the suggestion of a purple face watching over all.

"For I am the rising darkness of which the prophecy speaks!"

It was early the next day in the Autobot base. The kids had just gotten out for their spring break and were spending it with their alien friends. The kids were currently looking over a conspiracy site, in case any other humans had taken a picture of the Autobots.

Jack was looking at the pictures Raf had pulled up. "Nope," he said and the tween went to the next one.

"Seen it."

And the next.

"Kid in a costume."

And the next.

"Pass."

And the next.

"Star Wars VIII promo."

(AN: Twenty years. It could happen.)

"Hold it!"

The photo had a picture of a yellow Urbana 500, with the empty driver seat clearly visible.

"Camera sure likes 'Bee," said Jack.

"Hey, when you're famous, you're paparazzi bait," said Miko. Her eyes lit up. "Hey, you could get in on the fun if you told people about your fancy watch."

Jack shook his head. "No way!" he said. "I don't want the fame! Whoever would take that gladly, has to have a screw lose!"

In another dimension, a boy wearing a black t-shirt with a green stripe and the number '10' on it rubbed his ear. His partner noticed this and asked, "Are you alright, dude?"

"Rook, are your ears ringing?" the boy asked.

Back to our regular scheduled fanfiction…

"Wait, is that Bumblebee?" asked Ratchet.

"On a conspiracy website," said Raf. "Where users post evidence of close encounters."

Yuki took a look and laughed. "Funny thing, this site is hosted by an alien," she said.

The three humans looked at her. "How did you know that?" Jack asked.

She shrugged. "The occasional Plumber gets his mug shot posted on here too, and we have to remove it."

"Well, we've got this under control," said Raf. "We just scrub Bee, and replace him with…"

An orange cat appeared in the place of the photo. "Mars cat says: Take me to your feeder."

"HAH!" said Ratchet.

Everyone turned to face the medic. "Did Ratchet actually laugh?" Miko said.

"Maybe there's some truth to that prophecy after all," Yuki said, before Ship slapped her.

Jack looked over to where Optimus was looking at the computer. "Hey, Optimus," he said. "Want to see something funny?"

"No," he said politely.

The kids looked at each other and shrugged.

"Don't take it personally," Arcee said. "Primes are built that way."

"Never seen Optimus laugh, cry, or lose his cool," added Bulkhead.

"While Optimus keeps his emotions in check," said Ratchet, "I've known him for far longer than any of you… except maybe Perceptor. And he was different before he was made a Prime."

That got everyone's interests. "Optimus wasn't always a Prime?" Raf said, saying the question that everyone was thinking.

"On Cybertron, one isn't born into greatness, one must earn it."

"So, different how?" asked Miko. "Are we talking party animal?"

Yuki snorted, and covered her mouth as she started giggling.

"No," said Ratchet, as he remembered before the war. "He was more like… Jack."

The named boy jerked up in shock. "Me?" he asked. "I'm nothing like Optimus."

Ship and Yuki exchanged a glance. "What if I said you were like your father?" he asked.

Jack blinked and said, "I'd be fine with that."

"Then you are like Optimus."

"Wait, what?"

Before they could continue, Fowler's face came onscreen. "Prime!" he said. "Those tech heists that my department has been tracking. At first, we thought it was MECH because of their stealth tactics. Until moments ago, when a security feed at Pennington Ebbs Particle Collider caught this." On the screen appeared a purple Decepticon that had a screen covering his visage.

"Soundwave," said Jack.

"Slendercon," said Yuki.

"Raf can swap that out for a funny cat for you," Miko said.

"The 'Con without a face made off with a cutting edge phase conductor. Here's a list of everything else confirmed stolen up to date."

Ratchet looked over the list. "Plasma injector… neutron shield… tesseract circuit?" he asked. "The only thing missing if they intend on building a spacebridge is-"

"-an adequate power supply," said Knockout. "Unfortunately, the humans don't have one sufficient for our needs."

Megatron thought for a moment. Then his optics lit up. "Then perhaps we don't look among the humans."

Knockout and Breakdown exchanged a confused glance.

Megatron turned to Soundwave. "Pull up the inventory list we recovered from that fallen ship," he said.

Breakdown's optic lit up in understanding. "You're going to use an alien power source?" he asked.

Megatron nodded. "Yes. Let's see… yes, this Sub Energy unit should be sufficient."

Soundwave beeped, and pulled up a video segment, showing a small, green alien swallowing the Sub Energy whole, and then the picture devolved into static.

"Yes, there is that problem," Megatron acknowledged. "So then… yes, then the Dwarf Star should do."

Airachnid walked over and looked at the plans. "I can tunnel my way in," she said.

"No!" said Megatron. "The time for stealth is over! The fulfillment of prophecy is near!"

Mount Rushmore is one of the national monuments of the United States of America. It also houses one of the many bases of the Plumbers.

Inside of the base, two Plumber agents were standing in front of a vault. Finally, one said, "Hey."

The other one said, "Yeah?"

"You ever wonder why we're here?"

The second one groaned. "Come on, not this again," he said.

"Well, what else are we going to do?"

"Don't know, don't care. Ever since I quit MECH, Simmons, I've just been laying around, doing nothing."

"Whatever the case may be, the Decepticons are going to be making their move soon."

"Where did you learn that?"

"It was in the last meeting."

"Wait, we actually talk about stuff in those? I just go to sleep with my helmet deployed."

"You know what Grif? You're hopeless."

"And proud of it."

Before they could continue this amusing conversation, the story had to go on, and a huge explosion went off. Both Plumbers went flying, and they landed in a heap against the far wall. A group of Vehicons made their way through the hole. One of them said, "I still wanted to see how long the humans would go."

Another rolled his optics. "Oh, quit it TUK-3R," he said.

"Whatever, CH-RCH."

At the Autobot base, it was quiet. Ship was sitting on the couch with Miko and Jack, Yuki was working with Perceptor, and Bumblebee had taken Raf out to race RC cars. Ratchet was working on some project, and Opitimus was scanning again for the Decepticons, while Bulkhead and Arcee were on patrol. All in all, a normal day at Autobot Outpost Omega One.

Jack turned to Ship. "What was your trip for?" he asked.

The Galvanic Mechamorph sighed. "My systems were acting funny during our last battle. I went to Galvan Prime to have my systems looked at."

"And?"

Ship gave off a burst of static. "My genetic code is destabilizing. Nothing my systems can't fix, but I can't strain myself, or I might blow a circuit."

Jack looked at the alien in sympathy. He had lost an ability that he had had for most of his life. Jack only had the Ultimatrix for almost two months, and he could barely imagine his life without it. For Ship, it must have been multitudes worst.

That was when the call came in. Everyone looked toward the screen to see what Agent Fowler had to complain about now. However, instead of the government agent, it was someone the humans had never seen before. He was an elderly man, in his eighties, but he still had an aura of liveliness around him, making him seem much younger. He was wearing a red Hawaiian shirt, with a yellow-flower print.

"Optimus," he said.

"What is it, Magister Tennyson?" the great Prime said.

"The 'Cons," the Magister said. "They're attacking one of our bases."

Jack frowned. "Why would the 'Cons do that?" he asked.

"I would guess they're after the Dwarf Star," Max said.

Miko tilted her head. "Did you say Death Star?" she asked.

Yuki laughed a little, while Ship shook his head. "No, Dwarf Star. It's a super-powered energy source," he said.

"Which we must not allow the Decepticons to acquire," Optimus said. "Magister, withdraw your forces. We will handle it."

The Magister shook his head. "We don't have any people there. It's the Mt. Rushmore base."

Yuki snickered. "And the 'Cons attacked there?" she asked.

Mio looked at her. "What's so special about that particular base?" he asked.

"We'll be there as soon as we can," said Optimus. He turned to Ratchet. "Bridge back Arcee and Bulkhead."

"Seriously," said Miko. "What's so special about a base in Mt. Rushmore?"

"Besides the fact that there is a base inside Mt. Rushmore," muttered Jack.

"Tony Stark uses it for his own personal storage space," Yuki said.

The two humans blinked. "Wait, the Tony Stark?" asked Miko.

Ship nodded. "The same."

"Sw-eet!" cried Miko. "That is so awesome! Does he store the-"

"Who is Tony Stark?" asked Ratchet.

All four blinked their eyes. "You have never heard of Tony Stark?" asked Jack.

"How long have you guys been here?" asked Miko.

Back on the Nemesis, Megatron was contacted by Knockout. "Lord Megatron, we have secured the package, but we are having a bit of trouble extracting it."

"Are the Autobots there?"

"Uh, no."

"Then what's the problem?!"

Knockout ducked as a blast flew over his head. "A bunch of human-sized drones," he said.

He heard Megatron sigh over the comm. "I am in no mood for jokes, Knockout," he said.

"Wish I was joking," the red medic said.

For there was about ten to fifteen of the flying nuisances. They were mostly colored red and gold, and they had glowing blue optics. They were flying around the bigger Vehicons, who were having trouble shooting them. And even if one of them landed a shot, it would just right itself and get back in the fray.

And then the Autobots showed up.

They also leapt into the battle, and the Vehicons began falling in droves. Pretty soon, things were looking bad for the Decepticons.

That is when Knockout called Megatron about the situation. "My liege, if we are going to get the package out of here, we're going to need some major backup."

Back on the Nemesis, Megatron gnashed his denta. He turned to one of the Vehicons on the bridge and said, "Prepare the warship for the rendezvous! The package must be ready for pickup!"

With that, he exited the bridge, leaving a bunch of nervous Vehicons. One of them turned to the other and said, "Boy, the boss sure is mad."

The other one rolled his optics. "D0-NT, why don't you put in a memo and title it 'Scrap I already know!'?"

"Yeash, why so grumpy, S4R-G3?"

A third Vehicon entered the bridge. "I just had the strangest dream," he said.

"Dang it, GR-1F!" said S4R-G3. "Why were you recharging on the job again?"

Back at the Autobot base, Ship and Jack were in the SAFE, the Autobot training room. Jack was transformed into Swampfire, a seven-foot tall plant-like creature. His head was in the shape of a flame, and he had no nose. His feet looked more like plant roots holding onto a couple of rocks, and he had red petals growing out of his shoulders.

"One of the features that distinguished the Ultimatrix from its predecessor, is the ability to send the genetic code of any species stored in it through an 'evolution phase,' essentially putting the alien through a hundred-years civil war, where the strongest survive," the Galvanic Mechamorph was saying.

"How come we haven't seen this among the Autobots and Decepticons?" Jack asked, speaking in a nasally tone.

Ship thought about that. "I have no idea," he admitted. "But anyway, to activate the evolution function, you just tap the Ultimatrix dial, and it should do the rest."

"Okay," said Jack. "Here goes nothing." With that, he slapped the Ultimatrix dial.

Four spikes popped out of the Ultimatrix dial and there was the familiar green flash, and Jack began to change.

His main body turned brown and hardened, gaining a bark-like texture. Blue pods appeared on his forearms, while a much larger one appeared on his back that covered his shoulders. The transformation finished when a pod grew over his face.

Jack threw his arms up in the power-up position and cried "ULTIMATE SWAMPFIRE!"

He looked at his new hands and turned them over. "Not too shabby," he said. "Let's see what I can do."

He pointed his hands at a couple of targets, and released a bigger blast of blue fire than he had previously been able to do. When the afterimages faded, the targets were completely incinerated, with not even ash remaining.

Jack's face split in a huge grin. "This is awesome!" he said. "Why haven't you shown me this before?"

"You didn't need it," said Ship. "But someone told me that you would need this ability soon."

Before Jack could ask about the advisor, Optimus' voice came over the comm. "Ratchet! Bridge us back… NOW!"

The two aliens exchanged a glance. If Optimus was upset, then something must be wrong.

"This is bad," said Jack, transforming back to Swampfire, then to his human form.

"A bot must be down," guessed Ship as both entered the main area.

Both froze when they saw who Bumblebee was holding.

"No…" said Jack.

Ten minutes earlier…

Megatron transformed and landed. He raised an optic ridge at the sight before him.

There were indeed several metal suits flying around, about seven streaks of red, with one silver figure on the ground. Megatron recognized them as suits of the human superhero 'Iron Man,' or most commonly known as Tony Stark. From what Soundwave had found on the inventor, he was almost as smart as Cybertronian standards, and the stubbornness of all three Autobots.

Speaking of his foes, they were also here, fighting the Decepticon command while the suits handled the Vehicons. The sides seemed evenly matched.

That was when Optimus saw the Decepticon leader. "Megatron," he said.

"Optimus," replied the warlord.

"Do you not see the folly of trying to force a prophecy into fruition?"

"Why leave matters to fate, when one can forge his own destiny?" he countered. "Ah… speaking of fate…"

Heavy footsteps caught the Autobot's attention. Behind them was Bumblebee, who was looking worst for wear. But that wasn't what they were focused on.

It was on the limp form he held in his servos.

"Raf," Arcee said in horror.

Megatron laughed. "It seems I swatted a bee, and squashed a bug instead."

Optimus turned toward Megatron. The other Autobots watched as the calm façade he always had melted away to reveal unbridled fury.

"Arcee," he said. "Attend to Raf and Bumblebee." He then made the call to base, never once taking his optics off of Megatron.

The warlord turned away from the Autobots and walked to the Nemesis, followed by the rest of the Decepticons, with Knockout carrying the Dwarf Star.

The Nemesis lifted off, unaware that it had picked up a couple of stowaways.

The Iron Man armors prepared to follow the Nemesis, but they were caught in an electrical shockwave and shorted out. Swindle walked out of the hole in the Plumber base, tossing a blocky object up and down.

"Better get out of here before that EMP blast wears off," he said. "Then it's back to business!" With that, he transformed and drove off.

"Rafael's not responding!" said Ratchet. "We must run diagnostics on his assemblage… vitals… statistics… ARGH!" he cried, throwing a set of tools across his lab. "My tools! They're all wrong!"

Jack thought for a moment, then pulled out his cellphone. "We need to call my mom," he said.

"Your mother may be a nurse, but does she have any idea of the effects of Energon on the human body?" Ratchet yelled.

Jack's head shot back up and he glared at Ratchet. "Do you know anything about the human body?" he asked.

The medic hung his helm shamefully. "I thought so," the Ultimatrix bearer said coldly.

Jack called June. A line from the prophecy ran through Ratchet's processor. And the weak shall perish… "Be strong Raf," he whispered. "Be strong."

Ship pulled out his communicator and made a call of his own.

On Anodyne, Gwendolyn Levin jerked her head up suddenly, a fact that did not go unnoticed by her daughter. "Mom, are you okay?" Allison Levin asked.

"I've got to get back," said the elder Anodite.

June drove her car out of the opened groundbridge. Jack went over to greet her. "Mom, thank…"

June cut him off. "Grab my bag," she said.

Jack complied, but before they had taken more than ten steps, there was a bright pink flash that forced everyone there to cover their eyes/optics. When it had cleared, there was a purple humanoid standing next to the hospital bed that Raf was laying on, and she had her hand on his face. She had bright pink hair, and her eyes were the same hue. She was dressed in a blue bodysuit that had seven charms on the right sleeve.

She said some ancient word, and her hands lit up with pink light. She held her hands over Raf's body, and she had an intense look of concentration on her face.

She turned to the humans. "I could use your help Julie," she said in a voice that was both young and old at the same time.

June's mouth dropped open. "Gwen?" she asked.

The being grinned. "In the flesh… or mana I guess."

June got over her shock quickly, and got back to the business at hand. She got next to Gwen, and began to check Raf's pulse, while Ratchet ran his scanner over him. "Measuring the extent of the absorption should determine the proper course of treatment…"

June glared at him. "If we don't get this boy stabilized now," she snarled, "he's not leaving this table alive!"

With that, she turned her attention back to Raf. Then, out of nowhere, Bumblebee punched the silo wall. "That pit-spawned scrapheap!" he cried. "I'll offline him!"

Arcee grabbed the scout's shoulders. "'Bee," she said. "Listen. You don't think I know how it feels to watch a partner… harmed? Revenge won't help Raf right now, you need to keep your emotions in check."

Ratchet watched as the young scout calmed down at Arcee's words, deep in thought. Just then, there was a comm. from Optimus. "Ratchet, how is Rafael?" he asked.

"It's too soon to know, Optimus," answered the medic.

"He's in good hands."

"Not mine," Ratchet corrected. He sighed. "Curse my Cybertronian pride. We've accepted these humans and aliens into our lives, yet I bothered to learn so little of their science or medicine."

"Pull yourself together, old friend. Raf needs you."

"And I have grown to need him," said Ratchet.

"Lock on my coordinates and activate the groundbridge." The medic did so, and went back to watching June and Gwen work on Raf.

The groundbridge opened up, and Bulkhead came through, carrying the Dwarf Star in his servo. Just before it closed, Jack ran into it.

Optimus walked the hallways of the Nemesis, cannons out. A small noise behind him made him flip around, blaster aimed at the intruder.

The Whisper stared back at him. Optimus raised his cannon and asked, "What are you doing here, Jackson?"

There was a flash of green as Jack transformed into his human form. "I could ask the same," he said.

Optimus' optics narrowed. "It's too dangerous…" he began, but Jack cut him off.

"Ever since I got this," he said holding up the Ultimatrix, "I have had the power to do something. But all I have done is stayed at the base and trained. I want to follow my father's example." His expression hardened. "And I can't do that if I am cooped up in the base.

"I failed Raf. What I want to do, is to make sure that that monster can't hurt anyone ever again."

Optimus looked at Jack, and then he nodded.

"Let's roll," he said, and headed off down the hallway.

Jack transformed into the Whisper and followed him.

Back at the Autobot base, things weren't looking good.

"We're losing him!" said June.

Ratchet paced back and forth, thinking hard. Suddenly, his helm shot back as the answer hit him with the force of Megatron's cannon.

"Of course," he said. "Rafael has been infected with Dark Energon. If the substance is eating him out from the inside, we must expel it as fast as we possibly can." Grabbing a Cybertronian syringe, he cried, "I need Energon!"

"But I thought that Energon was devastating to humans," said Gwen.

"Normally, yes," said Ratchet. "But I am counting on the dark matter flowing through Raf to meet it head on."

Bumblebee held out his arm for Ratchet to take a sample, while Gwen said, "Well, you better hurry, he's fading fast!"

"In there," said Ratchet, pointing to the decontamination chamber. "Hurry!"

June pushed the berth into the chamber, while Ratchet fixed the filled syringe to an opening. After the nurse had gotten out, Ratchet pulled a lever.

The chamber lit up with a holy blue light, causing everyone to cover their eyes/optics. When the light had died down, the humans quickly ran in.

Gwen ran her hands over Raf's body smiled in relief. "Pulse rate is stabalizing," she said.

"'Bee?" asked Raf.

"Raf," the yellow scout whirred softly.

"Optimus, we did it!" cheered Ratchet, before noticing that the Prime was missing. "Optimus?"

"About that," said Bulkhead, sheepishly scratching his helm. "He stayed behind to finish off Megatron for good."

Arcee whirled on the green Wrecker. "You left him to face Megatron alone?" she asked.

"I didn't have a choice. Besides, he's the strongest 'bot we have… right?"

Miko then noticed something else. "Where's Jack?" she asked.

They looked around, but there was no sign of the Ultimatrix bearer. Ship then spoke. "You don't think he…"

At the foot of a mountain, Megatron waited. Optimus had challenged him to battle, and he was waiting for his opponent.

It wasn't very long until he appeared. Optimus walked out of the groundbridge that Soundwave had sent, and faced his opponent.

"So, it all comes down to this," he said. "Very well, let's hear it, the duty and honor speech."

Optimus simply said, "Speech this," and landed a right hook on Megatron's faceplates.

The warlord stumbled back, and straightened up. "My, what has gotten into you, Optimus?" he asked.

"A realization of what I should have done all those centuries ago. Today, Megatron, you shall answer for your crimes against Cybertron, humanity, and the entire galaxy. One shall stand."

"And one shall fall. You, Optimus Prime!" shouted the warlord as he engaged his blade.

The two leaders engaged their blades and the fight was on. Jack stood huddled in a small crevice he had found and observed the fight. While the Whisper had excellent night vision, it's daylight vision was below average, and the sound was hurting his sensitive hearing. However, when part of Optimus's blade landed next to him, he knew that it was time to act.

"What was it you said, Optimus?" Megatron mocked. "I could not have allowed this to end otherwise?"

But before he could deal the finishing blow, there was a green flash and a voice crying out, "HUMONGOSAUR!" Then something caught his arm.

He turned around to see that his arm was being held back by a bipedal dinosaur with a familiar dial on his chest. It growled, and said, "My turn."

Humongosaur threw a punch and sent Megatron skidding back a few feet. Regaining his balance, the warlord laughed. "You are going to have to do better than that," he said.

The shapeshifter grinned. "You want better?" he asked. "You got it!" And he slapped the Ultimatrix dial.

Four spikes popped out of it, and another green flash occurred. Jack's skin turned a dark green as he grew up to forty feet. Natural armor formed on his body as his strength increased.

Jack threw up his arms and cried out, "ULTIMATE HUMONGOSAUR!"

He cracked his knuckles. "Ready for round two, bucket-head?" he asked.

Megatron's only response was to charge at the hyper-evolved alien. U. Humongosaur responded with a punch of his own. The two titans soon were in a fight almost as heated as Optimus and Megatron's previous one. Suddenly, Megatron threw a punch that landed straight on the Ultimatrix dial.

U. Humongosaur was sent flying back and as he did, he transformed back into Humongosaur, and then into his human form.

Megatron was shocked. The Ultimatrix bearer, one of the most powerful beings in the universe, was a human? Then again, he had once underestimated them, and had almost paid the price.

Megatron walked over to where Jack had gotten on his hands and knees. "You are a valiant warrior," he said. "But ultimately it was all in vain."

Megatron cricked his neck. "Your forms may be strong," he said. "But I have proved my mettle in the Pits of Kaon. And not just by my might, but also by my cunning!"

Jack raised himself back on one knee. "Then maybe it's time to start fighting smarter," he said.

Megatron laughed. "You don't have a form in that device that can stop me."

Jack didn't respond, instead, he hit the Ultimatrix dial and transformed into Lodestar. He then tried to capture Megatron in his magnetic field.

However, this didn't have the same effect that it had back in the mine. Megatron lit up with a purple glow. "I had figured you would use this form, shapeshifter," he said. "So, I had Soundwave reinforce my chassis to protect me from your magnetic field."

"Well, did you expect this?" Lodestar asked, and tapped the Ultimatrix dial again.

The four spikes appeared again, and there was another flash. His shoulder spikes grew larger, and two silver spheres with one green eye appeared in a cavity that opened in each. His forearms thickened and grew a spike at his elbows, and one of his claws on each pincher split, giving him three digits. His legs melted into his body, and he began hovering.

He raised his arms up and cried, "ULTIMATE LODESTAR!"

Megatron's response was to shoot off his head.

It went flying off, but U. Lodestar's body just thrust out its arm in the general direction of his head, and brought it back to his proper place. With the other arm, he wagged a digit and made a 'tsk-tsk' noise.

"Not getting me the same way twice," he said.

He then thrust out his pinchers out and applied his magnetic field. U. Lodestar had a higher mastery over magnetism than his previous form, and thus was able to catch Megatron in his grip this time, despite the upgrades.

"This is too easy!" he said.

That was when the Ultimatrix began to beep.

"I had that coming, didn't I?" he said right before he transformed into Lodestar, and then into Jack Darby.

"Oh, how the mighty have fallen," said Megatron. He then threw his helm back and laughed.

On the next mountain, Paradox watched as Megatron laughed, and the Dark Energon oozed out of the ground. "And so it begins…" he said.

Cliffhanger, I know. Got to live with them.

Sorry if Optimus seems a little OOC here. It wasn't my intention.

Well, we now have two new aliens, and three Ultimate forms. Thanks to the Raptor of Sanghelios for suggesting the fight scene between Jack and Megatron. And I know, I'm not too good at writing them.

Speaking of Ultimates, what do you think of Ultimate Lodestar? His powers are increased control over magnetism, and levitation. And those two spheres are extra heads, you could say. If his main head is knocked off, the other heads can control the body so that it isn't bumbling around everywhere.

And yes, I did add Iron Man! The way I'm making this fanfic, is that it has various elements from the Marvel and DC comics. (I don't own those by the way.) So now, we have seen Iron Man and-

Deadpool: DEADPOOL! Yeah!

AN: Wha-? What are you doing?

Deadpool: Messing up your Author's Note. Hey, what's this about Bat-

AN: SPOILERS! [sounds of scuffling and fighting]

Sorry about that. Anyway, Grif and Simmons made there reappearance, but unfortunately, its their last. (I don't own Red vs. Blue.) However-

Deadpool: There are more Red vs. Blue references in here!

AN: I thought I tied you up! And I threw you in the closet!

Deadpool: Teleportation belt, remember?

AN: *sigh* Please excuse me. [more fighting and yelling]

About the next update, I'm going to be rotating between this and 'Transformers: Starcrossed.'

And that takes care of that. I better finish this before that maniac gets out again and does something else. As always-

Deadpool: Review! And request more of me!

AN: Shut up!

-Bibliothekar of the LibraryNexus