Maggie inched closer to the side of Optimus's head, clinging to him as Galvatron roared with laughter. He could feel her fear, her worry and she had good reason. Megatron had been a formidable foe in the battle of Mission City. Now he was stronger, more powerful and remade by Unicron. How were they ever going to defeat him and then take on Unicron?"

Skyfire was fighting every urge he had to storm across the beach and retrieve his charge from Scorponok's grip. But he knew better, she'd be dead before he got there.

Scorponok tittered as he saw the enormous white transformer stare longingly at the girl. "She screamed your name you know." Scorponok hissed, his voice wrought with shameless mirth. "She said you would come for her but I guess you were too late." The scorpion transformer slide his tail across the side of Jade's neck, barely missing her major artery and leaving a trail of blood across his stinger. "Her blood is so delicious." Scorponok purred, sliding his tail to his mouth and licking away her blood, he then returned it to his position near her throat. "Oh the fun we had while you couldn't protect her."

Skyfire roared with outrage and pointed his enormous double barrel black gun at the offending scorpion. His navy blue optics shook with fire and rage as the space shuttle. "I'M GOING TO RIP YOU APART PIECE BY PIECE FOR EVEN DARING TO LAY A SCRATCH ON HER!" Skyfire bellowed, unable to contain his emotions any longer. "WHAT YOU HAVE DONE TO HER WILL BE NOTHING COMPARED TO THE WRAITH I WILL UNLEASH UPON YOUR WORTHLESS PATHETIC HIDE!" Arcee and Bumblebee leapt to his side, holding the space shuttle transformer back as he attempted to launch himself at Scorponok.

"Skyfire stand down!" Optimus ordered, trying desperately to contain his own anger. This was of course, what Galvatron was anticipating. They had to stand together despite the situation, because if Skyfire had rushed ahead, he would have been shot down no problem. Maggie calmly stroked the leader's shoulder, unable to do much more than lend her partner comfort and hope.

Arcee and Bumblebee reluctantly relinquished their hold on Skyfire as the space shuttle stopped struggling and obeyed Optimus. It was for her own good.

Starscream chuckled evilly at his old friend. "You appear well Skyfire, considering how we last left each other. Either that incompetent medic can work miracles, or the bond is good for more than just your Autobot lusting and perversions." The second in command gestured to Rose and Ratchet's hologram, still holding each other. "Perhaps I should pick up a human pet for myself."

Ratchet's hologram shimmered with anger and flickered away as the real medic himself stepped protectively in front of Rose. "You're a conniving traitorous piece of filth Starscream." The medic sneered, adorning his enormous saw in his arm. It whirred dangerously, its blades sharpened and seeking to destroy Decepticon metal. "If you think any human would ever lower themselves to being your partner, you are sadly mistaken. The love Rose and I share makes both of us so much stronger than you realize." The medic pulled out his enormous machine gun and aimed it at the F-22. "Care to test it?"

Rose tapped the side of Ratchet's leg to get her guardians attention. "I'm touched mate really." Rose smiled up at the neon medic. "But maybe you should help her first Ratch. She doesn't look too good." Rose gestured at the fragile broken human in Scorponok's grip.

"Yes yes of course." Ratchet stammered. He marveled at how this gothic beauty could make him forget himself. She was so radiant, so stunning a creature and she returned his affections. His fears were put to rest as he basked in her glorious embrace. Their kiss had set his spark aflame with passion. Such was the glory of love. She once again brought him back to reality with a kiss. Rose smiled prettily and kissed the side of the medic's leg tenderly. "I love how I can drive you mental." Rose giggled. "But you've got to focus Ratchet!"

Ratchet scanned Jade's body up and down and his wizened old face contorted with anger. "The girl needs immediate medical attention!" he cried out. "She has lost a severe amount of blood, has three broken ribs and a punctured lung which is filling with blood rapidly!" Ratchet withdrew his saw and gun and gestured at the human restoration chamber. "She needs to be placed inside and healed for several cycles!"

"Very well." Galvatron agreed waving off the Medic with disinterest. "Scorponok retrieve the device, power it yourself and place the human inside." The enormous black jagged Decepticon leader sneered and pointed his Cybertronian plasma cannon at the smaller scorpion transformer. "Attempt anything Autobot scum." Galvatron snickered. "And I will blow them both back to the pit. I have no reservations about killing my own men, but I wouldn't want to lose my bargaining chip now would I?"

Optimus narrowed his bright blue optics in suspicion. He watched as Scorponok scuttled over to the human restoration chamber, grabbed it gently with one claw and meandered back to the Decepticon sidelines. He roughly placed Jade's lifeless body inside. It instantly began to hum and whirr, getting to work on healing her frightful injuries. Skyfire looked on in unhidden concern at his charge, longing to be at her side. "Why the concern Galvatron?" The Autobot leader sneered the name. "The girl is of no use to you. Give her to us so that we can settle this once and for all."

"Believe me Prime, I would have killed that disgusting human a long time ago. But there's something of yours I wish to trade for her worthless life." Galvatron continued. He drew his crimson Cybertronian blade. It glinted cruelly in the sun, hooked and jagged. Countless sparks were skewered on the blade taken so eagerly from their owners chests many eons ago. It longed for Prime, called out to extinguish his existence. "Give me the Matrix and she shall relinquish the girl."

Optimus drew his own blade, last plunged into the side of Bonecrusher's head. It too, ringed out for Galvatron spark to be impaled upon it. "If Unicron gets a hold of the Matrix Galvatron." Optimus started calmly, although Maggie could feel the tension the leader carried with him. "All hope for restoring Cybertron is lost as this planet will be."

"What business is that of mine?" Galvatron sneered. "Unicron gave me life and power. He shall bestow upon me rewards greater than you could possibly imagine. Now, hand over the matrix or the girl dies!"

"Seems to me your pretty reluctant to kill her." Optimus replied coolly. "The great leader of the Decepticons. My brother, needs the help of a human he hates with every surge of his spark. That must feel intensely loathsome." He set Maggie down on the ground where she ran to Glen's side and threw her arms around him.

"Whoa Maggie what's up with the pda?" Glen chuckled as he gave her a bear hug back. "I'm alright. Take's more than that to put me under."

"Glen I was so worried about you, I thought they'd…" She trailed off while looking at his ear. Maggie stepped back and frowned, twirling a stray strand of blonde hair away from her eyes. "Glen, when did you get a bug earring exactly?"

Optimus pointed his blade at Galvatron, slicing expertly in the air. Optimus's blade had death spilled upon it as well. But he wielded it for justice and freedom, not in the name of death and destruction. "Take the matrix from me if you can!"

"I'll rip it out of your chest and your spark with it fool!" Galvatron thundered, angry beyond reason and rushing forward at Optimus! The Autobot leader had no intention of letting harm come to Skyfire's charge. He knew he could get Galvatron angry enough to throw caution to the wind as well as his plans.

Cyclonus and Demolisher launched into action as well, leaving Scorponok with a confused look on his vile six eyed face. That was all it took for Skyfire. The enormous red, white and blue transformer fired his double barrel black gun at the smaller transformer! It sent the scorpion flying onto his back stunned, away from the healing chamber he was guarding. Skyfire ran full force at the dazed scorpion and slammed his enormous white fist into his stomach, plowing him deep into the ground!

"That was for her!" Skyfire cried out angrily. He stepped on Scorponok's dented stomach, pinning the squirming bot to the ground and grabbed his flailing tail in both hands. A sickening moaning and scraping of metal followed by an earsplitting shriek of pain was heard as Skyfire wrenched off Scorponok's tail! Scorponok flipped over and tried to counterattack his foe by snapping at him with his claws. Skyfire was too enraged to notice the feeble pinches to his feet as he brutally began beating Scorponok with his own tail!

"Heh, now I'm going to call him Scorponass!" Sam laughed obnoxiously. Michaela rolled her eyes, wondering how her boyfriend could crack jokes at a time like this. "What?" Sam shrugged. "It's because his ass is hanging out without a tail get it?"

Starscream charged across the beach and stepped nimbly in front of Skyfire. "Abandon that worthless cretin Skyfire!" Starscream sneered and transformed back into the F-22 Raptor. "Your fight is with me in the air!" Starscream then fired his jets and soared quickly into the sky.

"You are right Starscream." Skyfire growled. He tossed Scorponok's tail far out into the ocean. "I need to pay you back for what you gave me friend!" Skyfire transformed back into his space shuttle form and leapt into the air after Starscream. Scorponok hissed in dire pain, using the last of his energy reserves to tunnel deep into the sand.

Ratchet was dueling with Cyclonus, both their saw's clashing back and forth like whirling swords dancing in the dawn. The bright orange sun was climbing up over the horizon, illuminating the beach in its soft golden glow. The calm before the real storm.

The medic spied his charge's writing on Cyclonus's window at the helicopter's chest. "That's my girl." The medic chuckled when he read "I'm a stupid git, Ratchet will kick my arse!" "And I most certainly will!" Ratchet heaved, lunging at the helicopter's chest, sending sparks and bits of metal flying every which way. The helicopter screamed with fury, kicking out and sending the medic sprawling over backwards!

"Get him Ratch!" Rose cheered, running past the battling giant robots and back to where the humans stood. "Give him right what for! And one again for me!"

Sam and Michaela were busy getting into the two extra suits Skyfire had made and trying to get the hang of them. Their guardians stood sentry nearby, protecting the kids. Demolisher began slowly yet eagerly stomping carefully around the battling robots toward Arcee, Bumblebee and their human charges.

"Damn it how does this work?" Sam grunted, desperately trying to move his arms and legs and ending up almost tipping over.

"Well it's not like we can ask Skyfire how they work!" Micheala cried out in frustration, gesturing at the aerial dogfight taking place overhead. Skyfire was slower than Starscream and not as agile, but made up for it in power and strength. The two were locked in a fight to the death which only one of them would come out alive.

"Ok ok, I think I got it." Sam said, grinning and calming down a bit. He clenched his own fists which made the suit clench its own metallic fists. Sam thought about taking one step in front of the other and moved his feet against the pedals. Soon he was walking like a pro in the suit.

Michaela followed his example and shakily walked forward. "Now we need to figure out how the weapons work." Michaela pointed out. She pointed her fist toward the approaching tank Decepticon and thought about firing a rocket off of her forearm. Suddenly, she was sent tumbling backwards into Arcee's arms from the launcher's kickback. The neurosensors on the suit took aim at her thoughts and hit the Decepticon straight at the chest, veering to the left a bit.

"That's like some fucking Ironman shit!" Glen exclaimed happily. "Dang! little momma's robot got some skills!"

"It's more like what they used in the movie "The Matrix." Maggie pointed out, looking in awe at the technology Skyfire had created for the humans. "I wonder if he could make me one as well."

Barricade surfaced from the depths of the ocean in his robot mode. Blades whirling, ready to join the fray. The police car's eyes glowed red with sinister delight as he spied his old rival Bumblebee. Gears clicked and sprayed droplets of water everywhere as the black and white Decepticon held up a long jagged metallic object in his free hand. It was Scorponok's battered severed tail! He swung it around and let it fly loose straight in the direction of the Autobots!

Bumblebee flipped down his battle mask and dove at Arcee, knocking her down and out of the way of the offending insects flying tail!

"Are you guys ok?" Sam called out with Michaela right behind him, running toward their guardians. The barbed tail had missed them just barely and was now imbedded in the sand, still twitching dangerously.

"Thanks Bumblebee." Arcee gasped, hurling her body forward, leaping to her feet again.

"Sam, what's that hand sign you said is the ultimate disrespect?" Bumblebee grumbled as he got to his feet and brushed the sand off of his legs.

"Oh that's easy, this is how you peg someone off." Sam exclaimed, holding up his middle finger and shaking it toward Barricade. Bumblebee stood behind his friend and did the same, both of them holding up their metallic middle fingers at the confused Decepticon. "It's also pretty disturbing to moon someone. That's pulling down your pants and shaking your ass at them. Since we both can't do that at the moment, how about we just smack it and tell him to kiss it?" Sam and Bumblebee chuckled and turned their back to the approaching Barricade, bent over and began shaking their backsides at him.

"Kiss it!" They both yelled smacking their behinds at him and laughing uncontrollably.

Arcee and Michaela both folded their arms. Even in the heat of battle, those two were still laughing it up and acting like a couple of class clowns. Barricade roared his annoyance at the two and charged forward, slicing expertly into the air with his enormous metal saw!

Arcee ran forward as Bumblebee cupped his metal hands together, scooping her upward as she stepped into them and launching herself at Barricade! She slammed hard into him, sending the police car sprawling backwards into the sand. Arcee gasped as Barricade managed to slice at her leg, cutting deeply into her, spraying oil all across the sand!

Bumblebee took a flying leap and rolled to the ground, shooting his blaster angrily at Barricade.

"We're going down, down in an earlier round
And Sugar, we're going down swinging
I'll be your number one with a bullet
A loaded God complex, cock it and pull it!"

Bumblebee played over his radio as the two began to fight Barricade. Demolisher too, lumbered over to the fight, stacking the odds against Bumblebee and Arcee. Both Autobots were fast and agile, but Barricade and Demolisher had brute strength on their side. The sand on the beach did not allow for much fast movement, so that's where Sam and Michaela came in.

Sam charged forward, screaming as he raced to help his friend. Sam concentrated on firing off a missile at Barricade as he aimed his forearm at the black and white monster. It launched from the suit and hit the police car transformer on the right shoulder, sending him reeling backwards as well as Sam from the knock back effect from firing. "That's for knocking me into a car windshield asshole!" Sam shouted and laughed.

Michaela grinned up at Arcee who winked a blue optic at her. Arcee picked up her charge still inside the armored exo suit and hurled her at Demolisher's head! Michaela grabbed onto the tank transformers head and began beating at it with her strengthened metallic fists!

"Not again!" Demolisher wailed as he swung around wildly, trying to dislodge Michaela from his head. He remembered that Jazz had done the same thing to him at the battle at Mission City.

While the tank Decepticon was distracted, Arcee pulled out both of her enormous black guns and began firing at Demolisher's midsection!

Sam had managed to get behind Barricade who was locked hand in hand with Bumblebee, trying to overpower him. Sam knelt down on the ground and crouched in the push up position, yelling "Now!" To his Camaro guardian.

Bumblebee nodded, pushing Barricade back so that he stumbled over Sam and tumbled over backwards into the surf.

Barricade snarled and radioed his partner Frenzy. "This is Barricade to Frenzy! Activate the human elimination flybots!"

Back at the Decepticon base, Frenzy worked feverishly at the computer. He chattered excitedly to himself in Cybertronian. The humans were going to fry! Frenzy initiated the self destruct program, kicking back in his office wheelie chair, spinning around wildly. Hacker watched in horror from the air vents as a picture of Rose and Glen showed up on the computer screen.

The small flybot insects were latched onto their hosts ears and began emitting an alarmingly loud high pitched beeping. Rose and Glen fell to their knees, their hands over their ears, trying desperately to pry the offending flybots off!

"Goddamn it man!" Glen cried out in horror as the flybots not only emitted the high pitched sound but now began sending surges of electricity searing throughout his body! The program was slowly building up, torturing its human victims before blowing them to kingdom come!

"Ratchet!" Rose screamed in pain, writhing on the sandy ground as she tried wrenching the horrible thing off of her ear. "Oh God Ratchet help!" She cried out, tears of pain rolling down her pale cheeks. Electricity cracked cruelly as her skin began to smoke, filling her senses with the smell of burning flesh.

Ratchet could feel that she was in pain and frightened as he continued his battle with Cyclonus. "I'm coming Rose, hold on!" The medic shouted, pushing Cyclonus off to the side as he raced to help his charge. He couldn't, no wouldn't let her die. He was her knight in shining armor and her very life depended on him. Ratchet couldn't imagine living on without her and knew he'd save her no matter what the cost!

Ratchet abandoned his true form, activating the solid hologram the matrix bestowed upon him and kneeling down in front of her.

"Ratchet…" Rose whimpered in pain as blood dripped from her ears. The medic tried desperately to remove the flybot from her ear. Suddenly, his hologram flickered from solid to immaterial until it disappeared completely. Cyclonus had come charging at the medic from behind while he was distracted and tackled him hard on the ground like a football player. As Ratchet came back to himself, he was grabbed by the foot and slammed hard into the surf by Cyclonus! Cyclonus slammed his fist against the side of the medic's head and laughed crazily. The medic groaned and attempted to right himself, reaching out to Rose as she reached out desperately to him. They both shuddered and lay still, blinking out of consciousness while the looming Cyclonus watched in sick amusement.

Maggie too was trying desperately to remove the offending death insect from her friend's ear with no avail.

"Awe man do your thing now!" Glen screamed. His partner heard his dying pleas and went to action immediately back at the Decepticon base.

Suddenly, Hacker burst through the grate in the vent, becoming visible again, spiraling toward Frenzy, scythes glinting in the light. Frenzy swore in surprise as the laptop transformer slashed frantically at him with all four scythes at the ready. The two began rolling around the computer room, locked in mortal combat. Hacker couldn't feel Glen's actual pain, but he could feel that Glen was in pain.

"Why are you trying to help the stupid humans?" Frenzy sneered as he pushed the laptop away from himself. "What do you care if they perish?"

"DELETE HOSTILE VIRUS! DELETE DELETE DELETE!" Screamed Hacker, as he slashed repeatedly at the Decepticon spy.

"Something is seriously wrong with your circuits!" Frenzy replied, stepping back and letting loose a barrage of his throwing stars! Hacker rolled to the side but could not avoid one fatal blow. One of Frenzy's throwing stars embedded itself deep into Hacker's chest! The laptop transformer gasped in pain and fell to its knees. His spark surged and flickered as the throwing star spearing it took its toll. With his last amount of strength, Hacker caught Frenzy by surprise by hurling all four of his scythes at the chattering Decepticon, pinning him hard against the wall of the base. "I didn't know you could do that!" Frenzy protested in surprise trying to pry himself from the wall.

"There's more to me than meets the eye." Hacker retorted, groaning in pain. He was in the thrall of death and called upon the bond to share Glen's fading strength. There was more he needed to do. Hacker wobbled over to the computer keyboard and disabled the flybots. It was easy enough to do, with the program already laid out for him. Then he began messing with the systems of the Decepticon base, throwing security offline, and heating the power core to dangerous levels. Hacker was about to die, but he was going to take out the Decepticon base with him. It gave him comfort in his last dieing moments to know that Glen was safe. The little transformer that had been brought to life by the Allspark at mission city, flickered and went offline. He'd done what he'd had to do at the ultimate price.

Frenzy thrashed frantically against the scythes pinning him to the wall. Warning lights flashed dangerously all throughout the base, predicting its immanent demise. With a final wrenching, Frenzy ripped off his own arm in his haste to be free of the wall. The little spy removed the scythes and rushed toward the console. But it was too late.

BOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOM!

The Decepticon base exploded from the inside, obliterating Frenzy and sending an enormous shockwave careening about in the ocean. A tidal wave began building up and heading toward land as bits of metal and equipment were flung about. An enormous crater was left in the ocean floor where the base had once stood.

Glen and Rose stopped contorting with pain and lay on the ground stunned. Glen clutched at his heart as two tears rolled down his face. "Little buddy did it." He wheezed out. "He saved us both. I'll never forget him."

"Oh Glen, I'm so sorry." Maggie cried out, hugging her friend and feeling the utmost sympathy for him. She couldn't imagine what it was like to lose a guardian.

Optimus meanwhile was fighting Galvatron and doing his best to hold his own.

"Bumblebee! Optimus needs some theme music!" Sam cried out to his friend as they battled Barricade together.

"You got it!" Bumblebee agreed and began playing a song that oddly, was the exact description of the Autobot leader.

"You got the touch!

You got the power!

After all is said and done

You've never walked, you've never run,

You're a winner!"

The clash of their blades echoed throughout the beach as the leader of both transformer factions fought. Even though Galvatron had the gifts bestowed upon him by Unicron, Optimus seemed to be his perfect match. Maggie concentrated hard on giving her own strength to the leader, sending positive hope to him as well. "You can do it Optimus!" She cheered, her long blonde hair flying backward dramatically in the wind. "Show him who's boss!"

"You got the moves, you know the streets
Break the rules, take the heat
You're nobody's fool!"

"Admit it Prime!" Galvatron sneered as his blade ringed against the Autobot's. "You were always second best to me! So weak and useless!"

"Not a chance Galvatron!" Optimus countered, dodging the swing of Galvatron's blade and landing a left hook into the Decepticon chest causing him to lose balance. "Put aside your lust for power and help us! Unicron is almost upon us and will destroy us all!"

"You're at your best when when the goin' gets rough
You've been put to the test, but it's never enough!"
"No, Prime! Only you and your weaklings will be destroyed!" Galvatron roared and made an upward slash at Optimus's chest plate. Sparks flew from the impact and Galvatron spied the light from the matrix deep inside Optimus's chest. Galvatron eyed it greedily, slashing again and sending the leader sprawling backwards into the sand.

Just as Galvatron was about to slice at Optimus's injured chest, the red and blue leader pulled his enormous plasma cannon out and shot Galvatron full force in the face!

You got the touch!
You got the power!
When all hell's breakin' loose
You'll be riding the eye of the storm!

Galvatron screamed in agony, clutching at his smoldering face. He stepped back away from Optimus as the Autobot leader righted himself. "Give it up Galvatron!" Optimus urged, aiming his plasma cannon again. "It's going to take our combined forces to bring that monster down!"

"Decepticons will never work with Autobots!" Galvatron roared, charging at Optimus, sword in hand poised to strike. "We are superior!"

Optimus sighed in displeasure. "You leave me no choice brother." He said sadly and raised his own blade and also rushed to the charge.

"You got the heart
You got the motion
You know that when things get too tough
You got the touch!"

The two leader transformers screamed their feral battle cry as they raced towards each other. One would stand, the other would fall. Their blades crashed against each other with a force large enough to knock down walls! Galvatron and Optimus growled fiercely urging and pushing their blades against each other, trying to force the other's to break.

"You never bend, you never break
You seem to know just what it takes
You're a fighter!"
Optimus was straining as hard as he could but even his miraculous strength was giving out. The Autobot leader cold feel his blade beginning to crack and splinter as Galvatron's leering spiteful face grinned evilly. "Give me the matrix Prime!" Galvatron spat at the leader. "Give it to me and you may yet live to see the enslavement of this planet and its weak pathetic people!"

Maggie clenched her fists and narrowed her eyes in anger. "WE ARE NOT WEAK!" she yelled, anger filling her entire being. The matrix glowed inside Optimus's chest, filling the leader with strength and conviction, thanks to Maggie and the bond they shared.

It's in the blood, it's in the will
It's in the mighty hands of steel
When you're standin' your ground!
And you never get hit when your back's to the wall
Gonna fight to the end and you're takin' it all!

Optimus roared, his anger matching Maggie's and making everyone around them stop fighting and stare. They'd never seen Optimus like this before. The red and blue leader shattered Galvatrons blade as well as his own, knocking the jagged black Decepticon onto his back. He pinned Galvatron down with his foot. In the distance, the roar of a GMC topkick as well as a Pontiac solstice could be heard. Ironhide and Jazz were headed their with a slew of army vehicles in tow. The cavalry had finally arrived. "It's over Galvatron." Optimus stated, pointing his plasma cannon at the pinned and stunned Decepticon leader.

Galvatron chuckled as he gazed at the darkening sky. Something enormous was moving across the sky, blocking Earth from the life-giving sun like an eclipse.

"Your time is over Prime." Galvatron snickered. "For Unicron is here."

Hey peeps, Merry Christmas! I'll try to get a new chapter up on Christmas day or something as a treat, probably one more chapter, possibly two and an epilogue. Then I'll get started on the sequel. Don't forget to tune into the new transformers show on cartoon network airing this week! I really hope they do it right the animation looks a bit iffy to me, and I hope Tom Kenny can pull off Starscream's voice. I'll be writing an angry letter to him if he doesn't! Anyway, enjoy the holidays and this chapter!

Icarian Angel Wings.