Author's Note: This was the hardest chapter to write. But it was the one I looked forward to the most.

I do not own Transformers.

"Where is Airachnid?" Soundwave displayed a different location for the warlord as an answer. Megatron growled. "Well, go fetch her. I need everyone!"

Soundwave was a very cautious mech. It was how he had survived for so long during his lifetime. He knew when to take risks and what was the best course of action to take. His years as a gladiator and a politician taught him much and he put those skills to good use.

Right now, as he walked into the open cave, he was prepared for anything. He was ready to drag Airachnid right back to the Nemesis if he had to. He was ready to escort her to the fight of the Fallen and quite frankly, he himself was eager to join in on the fight. But there was no mistaking the danger the Fallen posed. The sooner he got there, the better.

But what he was not expecting was to see Airachnid standing before a large creature that he recognized.

An insecticon.

Airachnid turned to look at him with her predator optics, her mouth curled into a sneer. "Soundwave," she said, his name sounding like a prize on her mouth. "What a surprise." Her sneer turned into a scowl. "But an unpleasant one." She gestured for the beast of a Cybertronian to come forward, her servos curling. Soundwave shifted into a battle stance, well aware of her intentions.

He knew how to deal with an insecticon. He had fought many creatures like this in the pits of Kaon. Already, he was pinpointing its weaknesses, which is what he did best. He quickly deduced the best point of action and the swiftest.

She smiled. "We can't have anyone finding out about this, now can we?"

Airachnid knew how to make a Cybertronian scream, she knew how to make them feel pain like nothing else. The war had allowed her to experiment; see what hurt the most. She loved creating scars and noting her handiwork from afar. It was her mark, one that only she recognized. But her favorite scars were the emotional ones. She loved seeing how one simple word, reminding a victim of a painful memory, could break them down and lose their common sense. It made them reckless in battle and almost too easy to defeat.

This day, she would hear Soundwave's screams of pain. No longer would she hear his words through a recording. She would hear his voice as he begged for mercy, begged for death. She would rip that mask right off of him, exposing whatever he was hiding.

Her optics flickered to his chest were Laserbeak rested. Or maybe she would target what he valued most first. That was the best way to start off with. She had never tortured a minicon before. Her mouth quirked upward. This might be very interesting indeed.

The insecticon tensed, ready to take action. Her servos curled, ready to give the order, ready to rip out Soundwave's spark.

"Don't," Amalgamous said suddenly, his expression thunderous. "Don't even think about it, Airachnid. I have given you the freedom to discover the insecticon and I see that you may not obey my orders. But if you attack Soundwave, I can assure you that you will not survive."

She scowled, but movement up ahead caught her attention. She looked up to see another figure standing in front of Soundwave, his servos curled into fists, his ancient optics daring her to take a step forward.

Airachnid narrowed her optics. So, Soundwave's Prime did care. Or enough to warn her to back off.

"He is under Micronus's protection," Amalgamous said. "To meet him in combat will lead to certain death for you and your pet."

Airachnid scowled, but released some of the tension in her body. So, it looked like the Decepticons would find out about the insecticon after all. But there was no need for them to know about the connection she shared with it.

That will come later, when the Primes were gone.

"Soundwave," she said, cocking her helm. "What brings you here?"

"The Fallen has engaged Starscream and Dreadwing," Megatron's voice said as a response from a recording. "We need all available fighters, which is everyone."

Airachnid frowned, not expecting this. "Everyone? Seems a bit extreme, don't you think?"

"Everyone."

She shrugged, striding forward. "Fine then."

Soundwave reached out a servo, stopping her from moving. "Everyone," he repeated.

Her frown deepened when she looked back to the insecticon who was waiting. She raised an optic ridge when she looked back at Soundwave. She sighed. "Very well." The insecticon might just yet prove useful in apprehending the Fallen. If they could subdue him, then half the battle was won. She stared up at Soundwave's helm, her expression reflecting back at her. "Take us there."

The Cybertronian he was pounding into the snow became a faceless form, the seekers vain attempts to deliver any blows were futile. All the Fallen could see was the armor. The armor that had started it all. It had sealed his fate; sealed hers.

He would take it. He would rip it from this seekers cold, dead body and use the armor she had created to further his advances. The weapon she had created would be of use and only he would use it.

He would use it. And he will eviscerate all who stood in his way.

She stood before him, placing her Forge down with a weary smile. Yet there was an anticipation in her optics. As happy as she was to see him, she was eager to get back to her work and finish what she had started; to create whatever had come to her mind. He could only wonder what she was making with her mystical Forge.

Her smile turned to a small frown as she shook her helm at what he asked. She ignored his attempts to subtly guilt her into doing what he demanded. As much as she loved him, her moral code was stronger.

His blaster was out and shooting through her spark. Her optics widened as she let out a choked gasp, one servo reaching for her Forge, her protection, the other was reaching for him as she fell to the ground in a pool of her own energon.

He was too slow to catch her as he stood over her lifeless form.

His optics looked up to see a figure examining the scene in front of him, his pure blue optics fixed on Solus's dead form. The Prime looked up, his optics sparking as he faced her murder.

The Fallen growled. "You were not here!" This was not how the memory went. In his memory, he had fled, taking his tools and weapons with him before his brothers could catch him. This mech...this Prime was never here.

"No," he replied through his silver battle mask, his red and blue armor gleaming as he strode forward. "But I should have been." He leaned in, his voice a growl that matched the Fallen's. "I felt her pain."

"You here to stop me?" the Fallen demanded.

The Prime stood up. "Yes."

He scowled. "As my prisoner?"

A sword appeared in the young Prime's hand, gleaming and sharp. The Fallen scowled. It had been he who had taught this young Prime how to fight. He knew his style. But this was different. This was a true challenge. "No," the young Prime said. "As your brother." The sword came down.

The Fallen let out a scream as he stumbled back, feeling the piercing pain in his helm. His servos covered his helm as he fell to his knees groaning. He looked up through pained optics, pushing past the pain. "You are nothing," he spat to his prisoner.

"You have fallen."

He screamed, filled with rage and pain as he lurched forward, his sword out and snapping against the Apex Armor. But that did not stop him as he grabbed the seeker, flinging him to the ground. But the seeker kicked out, pushing the Fallen away and into the snow.

Dreadwing saw the perfect opportunity. Starscream was quite a distance away and while he was in the blast range, Dreadwing counted on the armor protecting him. The Fallen, however, was right in the middle of the range of bombs he had set around. He was not going to lose this opportunity to defeat the Fallen and maybe free Optimus Prime from his hold, if it had to be in death.

"Forgive me," he muttered, pressing the detonator.

"No!" Vector screamed, lunging forward, his voice filled with pain and fear. "Optimus!"

Several things happened at once. Starscream charged toward the Fallen, his fist raised to smash into the Prime's helm. The Fallen stumbled back. The sound of several explosions going off shook the ground as the ice cracked.

Dreadwing could here Starscream's screams, though he could see nothing through the sudden smoke and flying snow. The air seemed to crackle from the heat in the cold air as the mist dissipated.

Dreadwing's spark was filled with horror and dread as he looked at the lone figure scrambling for a hold on a large block of ice, his armor wet. His piercing, red optics locked on Dreadwing's, full of absolute hate.

"You will follow your companion very soon," the Fallen spat as he launched off the block of ice, his broken sword out.

Dreadwing stood on his wounded leg, feeling pain all over his body as he stood alone in the wasteland with no Prime to guide him. He gripped his sword, his expression resolute. If he was to die, then at least he kept the Apex Armor out of the Fallen's servos.

At the cost of a comrade.

He pushed the thought aside. Such was the tragedy of war, he reminded himself. Death and war went hand in hand.

He charged forward, doing the last thing the Fallen was expecting him to do; he tackled him right into the snow. Dreadwing screamed as the Fallen ripped at one of his wings, a sickening 'crack' echoing in his audio receptors. But during the short scuffle, he managed to attach a bomb to the Fallen. He leaped back, stumbling and rolling out of the way, ready to set the bomb off.

Only to realize that he was not holding his detonator.

He looked up in horror, only to see the Fallen wielding the detonator in his servos, his optics narrowed.

"Optimus!" a sudden, familiar voice screamed out suddenly, causing him to freeze for just a moment.

He was not prepared for the silver mech who rammed into him, away from the blue seeker. He growled, facing the Decepticon and flinging punches which were quickly blocked with honed skill. He grinned through his cracked mouth. This might just be a challenge in of itself.

More troopers flooded through the ground bridge, all ready with their blaster pointed at the Fallen. He narrowed his optics. It didn't take an expert to know that he was outnumbered.

He crouched down, his servo brushing up against the snow. He reached deep in the back of his mind to that one link that connected him with the very being that had brought him back from the Well.

"Unicron, I summon your help," he said, his voice carrying in the wind, his words condemning his enemies.

At that moment, another ground bridge opened up, a loud shriek filling the air as a insecticon charged through, its talons out. The Fallen dodged the blows, feeling one of its pinchers skim his armor. He hissed, turning to face the beast.

Two more figures rushed out of the ground bridge, but he paid them no head. At this moment, he was severely surrounded and outnumbered.

The troopers flooding through the ground bridge kept coming. At that moment, the Fallen reached out for the bomb that the Decepticon had attached to him. He tore it off before grabbing the detonator he had snatched from the blue seeker. He flung the bomb at the troopers, igniting it up, consuming the troopers in a flood of fire.

Dreadwing groaned as he tried to rise to his pedes, only for his shaking arms to crumble underneath him. The blast from behind him had knocked him down. But he knew what had taken to kill those troopers.

The Fallen had used his bomb to kill his own comrades. And it sickened him.

"Get up you big lug," someone grunted as large servos heaved him up. "We gotta get back to the ship."

He looked up to see Breakdown and Knock Out dragging him through the snow toward a ground bridge. "Where is Starscream?" Knock Out demanded, his face coming into Dreadwing's blurred vision.

One word made it out of his mouth. "Dead."

Both mechs fell silent. Or did they? It was hard to tell with the screams of dying troopers and the enraged roars of the battling mechs. Knock Out was saying something, was he talking to Dreadwing? If so, he hoped not.

He shook his helm. Focus! He needed to focus. This was war. Cybertronians were dying. He needed to push past the pain.

The snow around them started to shift and form. Ice climbed upward to form a figure. No, not one figure. There were more. All taking the same shape of a dreaded figure with gleaming, purple optics.

"Oh Primus," Knock Out muttered in horror. The medic looked at Breakdown. "Go, I've got this."

Breakdown nodded, his hammer forming as he charged toward the large, Cybertronian beings in the snow.

Dreadwing struggled to his pedes. "Oh no you don't," Knock Out said, dragging him toward the ground bridge. "You are going to the med bay."

Dreadwing wanted to protest. He needed to fight beside his master. But he knew better than to argue with a medic. Especially when that medic was Knock Out. He barely got any words out as darkness overcame him.

He could now focus on the insecticon. With the forms of Unicron coming through the snow and ice, he was now able to fight with one intent. The insecticon let out a scream as it charged toward him. The Fallen reached out with his bare servos, grabbing the beast by the neck and struggling with it. He buried his sharp servos into its neck cables, blue energon tainting his servos. The insecticon let out a pained hiss, its large mouth open as it tried to lurch forward and throw him off balance. One incarnation of Unicron came forward, stabbing at the insecticon.

The Fallen took his moment. He stabbed the insecticon through the helm, its dying shriek fading with the sounds of battle.

But one scream stood out. It was one of fury. He looked up to see a small, black form with many legs come out at him, her sharp claws out. He was ready, his sword out. But she ducked and stabbed him with her pinchers right in the arm. He seized her one leg, flinging her away from him. But she scrambled back up, letting out an enraged hiss and shooting a white, sticky substance at him that caught his leg. He did not move as she came at him again, but he quickly stabbed at her midsection. She let out a choked gasp, but before the Fallen could twist the blade, the femme was pulled back by a faceless mech.

The mech cradled the femme in his one arm while he shot at the Fallen, his blast catching him in his already injured arm. The Fallen scowled, raising his sword in a silent challenge.

It was gone. The link was gone. Her source of protection. Gone.

Airachnid struggled to stay awake, to push past the pain. But that was wrong, she had learned to embrace pain long before the war had started.

But this pain was different. Why? What had happened to her? Rage and pain had fueled her when she had attacked the Fallen for killing the insecticon. It had blinded her.

And now it might cost her.

And here she was, being cradled by the very mech she hated, the Fallen intent on killing them all.

"They need backup," Solus said, striding forward, determined.

"What kind of backup?" Vector demanded, his pace matching his sister's.

"The kind that will save their lives," she snapped.

Vectors optics widened. "You-? You think it's time?"

"Dreadwing is in critical condition," she replied. "Airachnid is injured and Soundwave is busy trying to protect whatever is left of her. The insecticon is dead and half the troopers are killed from the bomb." She glared. "This couldn't be more dire."

Vector just stared. He let out a sigh. "Very well. But I suppose that it would be best just to have them extracted. Nothing more."

She nodded. "Of course. Nothing more."

Megatron stood by Soundwave's side, who was still holding Airachnid who had passed out from her wounds and loss of energon. The warlord let out a snarl as the Fallen stood before him, the beings of Unicron taking on form and shape.

This was familiar. But the last time this had happened, Optimus had been at his side.

Now, he was fighting Optimus.

"You," the Fallen snarled. "Could have been an asset. But now, you are nothing but a nuisance." The sound of Optimus's voice filled with such hate and power was unnerving. Yet it only steeled Megatron's resolve.

"You Primes are all the same," he muttered. "You rely too much on your assets." His optics flickered to Soundwave. There were a handful of troops with them all battle weary. Out of all of them, Soundwave was the freshest, yet he was saddled with protecting Airachnid.

"Open a bridge," Megatron muttered to Soundwave. "Get us out of here." His optics flickered around. "Where is Starscream?"

"Dead," came Dreadwing's voice.

Megatron's optics widened ever so slightly as he felt a mixture of emotions at this sudden news, but he ignored them. "The relic?"

"Missing."

"Fall back," he growled, stepping back. But a quick look behind him showed that they were surrounded. "Open a ground bridge beneath us," he ordered.

At that moment, a dark shadow fell over them. Megatron's optics widened. "Soundwave, open a ground bridge now-" He never got to complete the order as he suddenly found himself lifted up from the ground as large claws grabbed him. Fire suddenly filled the landscape below with the sound of large wings. He could see Soundwave below break away from the fray of the snow and ice creations of Unicron, Airachnid still in his arms. Soundwave looked up and his gaze locked with Megatron's. At that moment, even with the mask, Megatron could see the shock through the faceless mech's body language.

Megatron looked up to see the face of a beast he had never expected to see.

A predacon.

His sword was out in an instant.

"Don't. He's with us," Solus said quickly, her voice around him with no form. He could not see her, but her voice was as clear as if she was standing next to him. "The predacon is with us."

Megatron went still, his mind coming to a halt. He scowled. "How many more beasts are going to show up now?"

"Just one," she said, a hint of displeasure in her tone despite the grimness of the situation.

"Soundwave," he ordered through the comm link. "You and the troops get to the Nemesis. I will meet you there." He was meet with no resistance, as it always was with Soundwave. From the claws of the predacon, he could see the destruction below. Remains of the Decepticon troops were littered in the snow and the incarnations of Unicron were still taking form. What was left of the human base was destroyed, though he could care less about that. But the gaping hole of ice were Starscream had fallen through was large and void.

Much like how Megatron felt.

But now, he was filled with rage. This had to end now. It was too costly to the Decepticons.

The Fallen watched the winged form of the predacon vanish through the green portal. His optics narrowed as thoughts ran through his mind.

The forms of Unicron started to vanish, and the Fallen acted swiftly. "Wait, m'lord," he said, his servo reached out. He hated addressing anyone like that, but when dealing with Unicron, he had to be careful. "I have but one request."

Megatron all but stumbled onto the deck of the warship when the predacon released him. He glared up at the winged beast, optics narrowed. But the predacon just folded its large wings, observing him with a cocked helm.

He huffed, turning on his heel. "I assume he is here to stay?" he said.

"Yes, and you will need his help," Solus said, appearing beside him. She glanced at his bleeding shoulder where the energon trailed down his arm. "You should go to the med bay."

"I want to see this other 'beast' you've invited into my warship," he said, striding through the halls. "And I want an explanation as to how you managed to recruit a predacon in the first place!"

Solus just cocked her helm. "I think he will do all the explaining for you," she replied.

He cocked an optic brow as he entered the bridge. "He?"

"Lord Megatron," an emotionless, yet familiar voice greeted, causing him to stop in his tracks. A figure emerged from the shadows, its hulking form built for combat, yet its servos used for more sinister means.

"Shockwave," he said in complete shock as he stared at the large, one eyed Cybertronian scientist. After todays events, this was a much welcomed outcome. He chuckled. "Now this is a most pleasant surprise indeed."