Disclaimer: Here's another chapter for the story, and I would suggest you brace yourself for a shocking moment that you might not have seen coming.

I don't own the rights to Transformers.

Chapter XXI

Airazor was airborne in MiG-29 jet mode long before any of the groundside Autobots had left the city when she made a radio contact with Drift. "Airazor to Drift," she said. "I've got a sighting several miles west of the city. It looks Sentinel's found some new friends, and they're not the welcoming kind."

"Cody that, Airazor. Ultra Magnus and I are on the way with backup," Drift responded from the city. "Do not engage unless fired upon first. That's an order."

"I'll try not to disappoint, but I'm not making any promises." Airazor said as she flew overhead.

But suddenly without warning, Airazor was under fire from behind by another jet. It appeared to resemble an F-22 Raptor by with a color scheme that had Decepticon written all over it. How it got behind her without being detected was a mystery that Airazor had no time to solve. She most certainly had no time to realize that her attacker was Starscream, while down below, Galvatron had the Combaticons hold Sentinel Prime. Where there was one Autobot, Galvatron reasoned, there was sure to be more on the way. Personally, Galvatron wanted to see how the Autobot would fair without Rodimus Prime to lead them.

Airazor flew as fast as her afterburners could take as she was locked in a dogfight with Starscream, who was matching her rate of speed and firing rounds at her. The shots missed her by inches at a time, as if Starscream was just playing with her. He was, just he did with Cyclonus on Charr. Because of that, Starscream took his optic off the prize and Airazor quickly took advantage, looping up over Starscream and getting behind him. Airazor opened fire on her attacker using her jet mode guns, forcing Starscream to seemingly go of the defensive.

Something happened that Airazor didn't expect when Starscream vanished from sight right in front of her. Cautiously assuming proto form while remain airborne, Airazor deployed her ranged weapon and scanned her surroundings for Starscream. She glanced down briefly at the Decepticons that were groundside, wondering why they weren't attacking. It was like they knew something she didn't know. Then Airazor found out what they knew when hail of fire rained down on her. Starscream had reappeared high above her and was shooting directly down toward Airazor, who frantically had to dodge and weave between shots.

In then in desperation, Airazor cut her own back mounted thrusters and went into freefall while firing on Starscream from below. Most of the shots were errant but at least three caught Starscream in the chassis enough to drive him away. At least that was what Airazor thought… until she attempted to spin around. Behind her, somehow, Starscream appeared right front of her and slugged her in the face. Airazor went into an almost uncontrolled fall and just barely managed to get her thrusters back online. Too late. Airazor barely managed to pull up before hitting the ground and sliding across it, leaving a trail of dirt and debris in her wake. She bounced twice before coming to a stop, right at the feet of Starscream who somehow again appeared in front of her.

"Bad ride, worse landing," Starscream started, kicked Airazor in the face and finished with, "Unenviable destination," before he started dragging Airazor to the rest of the waiting Decepticons, throwing her at the feet of Galvatron. "So, I trust this is enough to secure my place in the Decepticons."

Galvatron simply huffed, "It's a start, but don't get comfortable," Then Galvatron looked to Sentinel Prime, who had an indifferent expression on his face. "You don't seem all that concerned about this little Autobot, Sentinel."

"You forget already that I've killed my share of Autobots, Galvatron," Sentinel pointed out. "So why should I could about this one?"

"Since you put it that way…" Galvatron aimed his particle cannon directly at Airazor.

Sentinel suddenly shouted, "No! Don't do it, Galvatron. Enough Autobots have died already," Sentinel glanced briefly at the Matrix that Galvatron still held in his other hand. "The Fallen sent you, didn't he? He sent you to retrieve me so I might use the Matrix to release him in return for something. Am I right?"

"You read my like a data file," Galvatron stated. "It's a temporary arrangement since I make it a point not to trust omnipotent beings. Just ask Unicron and Alpha Q."

"Whatever the Fallen might have offered you, it's not worth it. I should know." Sentinel Prime stated.

Galvatron simply smirked when he suddenly heard Barricade's voice shouting out, "Galvatron…"

"I'm busy, Barricade. Make it fast."

"We've got Autobots incoming. They must be come for the Matrix." Barricade replied from the Revenge.

Before any of the Decepticons could react, a sudden stray laser shot struck Brawl in the shoulder. Another shot struck Onslaught in the leg, sending him to one knee. Then, a storm of laser fire rained down on the Decepticons and sent them scattering. Galvatron caught sight of a single Antonov An-225 aircraft with someone appearing to riding atop of it. Another, smaller and more alien-looking aircraft was flanking the larger one before the sound of engine motors emerged. Galvatron knew right then and there it was the Autobots approaching just as the figure atop the aircraft leaped from it and went into a swan dive. The figure, revealed to be Depth Charge with shield in hand, slammed into the ground directly in front of the Decepticons while coming to the defense of Airazor. He quickly drew his sword and took the fight to the nearest of the Combaticons, Swindle.

The two aircrafts began to descend and assumed the proto form and Tempest and Stratosphere respectively. They were immediately engaged by Blast Off and Vortex. Brawl recovered in time to see a single small Dodge Viper racing toward him before changing form into Roulette. Roulette launched herself right at the larger Combaticon and struck him with a wild kick to the face. She followed up with a series of roundhouse blows to the chassis while staying mobile. Onslaught was about to assist Brawl when he spotted a white and red striped Ford Mustang racing his way. Assuming his alternate form, Onslaught fired a pair of rounds from his mounted cannons into the ground that was in the path of the oncoming Mustang. The car served effortlessly around the shelling from the missile truck up until an H3 Hummer rammed directly into the truck, turning it on its head. Onslaught assumed proto form while Drift and Bulkhead did the same thing before all three of them engaged.

Frustrated by the turn of event, Galvatron shouted out, "Scourge, send backup NOW," Turning to Starscream, "Starscream, keep an optic on Sentinel. You lose sight of him, you lose your head."

"All you had to do was ask, Galvatron…" Starscream barely had time to finish his sentence when Prowl tackled him down. They rolled over each other and returned to a vertical stance. Starscream recognized his attacker immediately. "Prowl; guess I'm not the only with a new lease on life!"

Prowl deployed his throwing stars and said, "Don't get used to it, Starscream."

Meanwhile, Ultra Magnus had his hammer deployed but made a brief call to Autobot City. "Cerebros, have you managed any contact with Hotrod?"

"Nothing so far, Ultra Magnus," Cerebros responded from the city. "He's likely shut off his communicator. I'll keep trying."

Ultra Magnus was briefly interrupted by a stray laser blast from Galvatron. "Where's Rodimus, Ultra Magnus," he said with a slightly marked glee. "Is he taking his own personal holiday? What sort of leader does that?"

Galvatron received a straight shot to the shoulder from Ultra Magnus's rifle. "Here's an idea, Galvatron; stop worrying about Rodimus and start worrying about me." Then Ultra Magnus charged.

Back in the city, Breakaway was sitting on a table in the infirmary with Wheeljack making some final repairs to him. On a table in the corner, Brainstorm was working on an online but still wounded Silverbolt. Much unlike the younger flyer's relatively quick recovery process, the lone Aerialbot, the sole survivor still had a ways to go. Breakaway was more impatient, fidgeting in place and eager to get back in the sky while Wheeljack worked on him.

"C'mon, Wheeljack, speed it up" Breakaway begged aloud. "Tempest needs me out there."

"These sort of repairs take time, Breakaway, and I'm not about to let you take off if you're only at half strength," Wheeljack explained. "Besides, I think Tempest can handle herself."

"Not against Sentinel," Breakaway said, "Silverbolt and I both saw what he did to Springer and the other Aerialbots, how he tore right through them. You've got to let me out of here, Wheeljack."

"Breakaway," Silverbolt responded. "I agree with you that Tempest and the others might need help against Sentinel. Personally, I'd like some payback, but you go out there now in your condition, you most likely put yourself in harm's way."

Breakaway was silent for a long moment before sliding off of the table, pushing Wheeljack away. "You can stay here if you want, Silverbolt, but I'm going. Tempest, Ultra Magnus; they have no idea what up against. And I'm not going to lose someone I care about to a maniac." With that, Breakaway stormed off.

Verity and Daniel were entering the infirmary as Breakaway was leaving. "Breakaway, where're you going?" Verity asked.

"To save my girl." Breakaway answered and continued on.

Ultra Magnus and Galvatron were locked in a brutal stalemate, neither one of them able to hold a significant advantage for more than a microsecond. Galvatron had his sword deployed while Magnus had his hammer in hand. Each traded a series of blows to the other that hardly slowed them down. Parries were mixed into the fight but neither of them could a clean hit. Magnus and Galvatron fought like they knew what the other was going to do before they actually did it, but that came front the previous countless battles over the stellar-cycles.

At the same time, Prowl was fighting off Starscream with his arsenal of throwing stars. Everyone that Prowl tossed was avoided completely by the revamped Air Commander while he quickly approached. Then he disappeared right before Prowl, reappearing directly behind him. Prowl sensed Starscream behind and spun around with a quick backhand which Starscream promptly ducked. Starscream caught Prowl with a straight kick, forcing Prowl back a few steps. Then Starscream fired a shot from his Null Ray that Prowl leaped over before landing on his feet.

"Looks like we've both gotten some upgrades, haven't we?" Starscream gleefully stated.

"Those upgrades won't be enough to keep you functional, Starscream." Prowl quickly retorted and deployed more throwing stars.

"Speaking of which; how exactly did you come back online," Starscream asked. "I doubt the Autobots would stoop so low to desecrate your final resting place. Then again…"

Prowl had heard enough and tossed more of his throwing stars which Starscream blocked with his wings. He felt the electrical surge of the stars but they did little to slow him down as he fired his Null Ray once more. Prowl ducked under the shot and sidestepped another while rushing toward Starscream, forgoing the throwing stars in favor of come up close. From that point, Prowl made use of his agility by peppering Starscream with series of kicks to face and chassis. Starscream was able to retaliate with his own combination of strikes. From there, they went about trading blows back and forth.

The Wreckers were beating back the Combaticons and keeping them from combining. Drift and Bulkhead relentlessly took the fight directly to Onslaught while Roulette was playing Cat & Mouse with Brawl. Airazor had recovered enough to assist her sister against the much larger and angrier Combaticon while a short distance away, Stratosphere was pounding was Blast Off and Vortex with the added aid of Tempest. Swindle was the one having the most trouble with the angry and battle hungry Depth Charge, who was keeping Swindle on the defense the entire time.

As all this chaos was going on, Sentinel Prime had taken to hiding. It might've seemed like a cowardly act on his part, but it was more that Sentinel didn't want to relive the events of the Great War. He didn't want the deaths of Autobot and Decepticon on his Spark once again. As he was watching the battle unfold, Sentinel saw the Matrix lying idle on the ground nearby. Galvatron likely dropped it in order to face Ultra Magnus. Sentinel was tempted to take it, but that would be exactly what the Fallen wanted. Who was to say the Fallen wasn't watching these events unfold right at this very moment?

Before Sentinel could act, if he even intended to, he heard the sound of aircrafts descending from above. He looked and saw three other Decepticons coming down from their ship. They immediately started firing on the Autobots, starting with the Wreckers and forcing them to scatter. It bought the Combaticons time to regroup and begin the process of combining, but it was Ultra Magnus who acted faster. After he briefly beat Galvatron back, Magnus drove his hammer into the ground, sending an electrical current across the ground and striking the nearest of the Combaticons, Onslaught, Swindle and Brawl.

Blast Off and Vortex managed to avoid the current before assuming alt form and launching into the air, while Mindwipe arrived with Slugslinger and Misfire. Bulkhead and Airazor made a move for the three 'Cons, but it was Mindwipe who got to them first. He made use of his unique talent for manipulation and briefly took control of Bulkhead. Bulkhead felt his joints freeze up and he in turn went still. Then Mindwipe focused hard and Bulkhead was suddenly flung back, crashing into Stratosphere and Depth Charge. Roulette and Airazor were able to avoid the collision of their comrades and focused on Mindwipe. Airazor went high by going airborne while Roulette went low with her sniper rifle deployed. She fired a round, striking Mindwipe in the knee joint while Airazor fired her own stream of round from the air.

Most of the shots missed Mindwipe but several struck him in the shoulders. Still, he managed to use his powers to hurl Airazor backward where she was caught safely by Stratosphere. Roulette fired more shots from her rifle, but Mindwipe again used his powers this time to cause her rifle to backfire. Roulette dropped her rifle and was quickly besieged by Misfire and Slugslinger before Depth Charge shielded her.

Mindwipe was about to join the assault but he forgot about Drift as the samurai-like Wrecker made his move with his dual katana swords in hand. Mindwipe focused his powers on Drift but Drift was moving too fast to be subdued. Drift was suddenly on top of Mindwipe but before he could a killing stroke, Blast Off and Vortex fired on him and drove him off. As the two Combaticons attacked the Wrecker, Tempest attacked in kind. She managed to strike a blow on Vortex while Blast Off backed off.

The Wreckers and the Combaticons on the ground recovered and the Combaticons managed to start the combination process. But they didn't get halfway into it before Ultra Magnus against used his hammer to stun into submission. Galvatron made his move while Ultra Magnus was distracted but before he could get closer, Sentinel Prime stepped in between them. He was back to back from Magnus and face to face with Galvatron and a stare down ensued. Galvatron was a hair away from running Sentinel through with his sword, until he saw Sentinel holding the Matrix in hand.

Sentinel then turned slowly around while Ultra Magnus did the same, just in time for Sentinel to slug Magnus in the face with Matrix. Magnus went down in a heap while Sentinel forcibly handed the Matrix. The Wreckers were witness to the sudden betrayal and acted, but Sentinel deployed his rifle and fired on the Wreckers, scattering the already bewildered Commandos. Ultra Magnus attempted to recover but was quickly kicked back into unconsciousness by Starscream.

"Stay down, Autobot." he snarled.

Sentinel turned to Galvatron and said, "You have what you want, Galvatron. Now leave."

Galvatron held his cannon up to Sentinel and said to him, "You're coming with us, Sentinel. There's clearing more to this than either of us thought. And, just to tip the scales a bit further…" Galvatron looked to Onslaught and his crew. "Onslaught, you and your team take Magnus. If the Autobots try to stop you, kill him."

Onslaught nodded and had Vortex and Blast Off haul the unconscious Ultra Magnus back to the Revenge while he, Brawl and Swindle drove off into the distance. Starscream and Mindwipe hauled Sentinel Prime off the ground while Galvatron fired one more round at the Autobots to scatter them further before taking off with the Matrix still in hand. The Autobots again tried to stop Galvatron from leaving but Misfire and Slugslinger kept them at bay. Galvatron was already halfway up toward the Revenge when Vortex and Blast Off took Magnus inside of the ship and Starscream and Mindwipe followed with Sentinel. Before Galvatron could reach the outer hatch, he suddenly came under attack from behind.

Tempest had followed him up in alt form and was firing several rounds on him. Galvatron turned around and fired a round of his own, missing when Tempest spun around to avoid the blast and fired more of her own shot. Galvatron fired back and it quickly became a duel of attrition. One of them had to give. In that defining, pivotal moment, Tempest managed to strike Galvatron and caused him to drop them Matrix, leaving it to fall back down to Earth. Tempest quickly yawed and dove straight down for the Matrix, leaving Galvatron fuming and screaming at her as she went.

The Matrix was falling faster than Tempest was anticipating while she was in alt form, so she switched to proto form and went into a straight swan dive for the relic. Galvatron fired down at Tempest as she went but every shot was avoided by Tempest. The shot ended up striking the ground while Tempest was getting closer to the Matrix. It was spinning uncontrollably as it fell and Tempest had a hard time reaching it. The ground was getting closer before Tempest finally caught the Matrix in her hands. She activated her thrusters just miniscule seconds before reaching the ground and pulled up just in time. She spun herself around and was flying inverted directly over the ground. Then she hit the ground and skidded across for what felt like miles before finally coming to a stop.

After lying on the ground for a long moment while clutching the Matrix, Tempest sat up and was confronted by Prowl. He offered his hand and Tempest, while cautious, accepted the gesture. "Not bad for an ex 'Con." he said.

Tempest was still stinging from her earlier confrontation with Prowl when they heard the sonic boom coming from a jet engine. Tempest recognized the sound to be coming from Breakaway and sure enough, she and Prowl caught sight of him. "Breakaway? He's not supposed to be airborne yet. What's he thinking?"

"That's the least of your worries." Prowl whispered to a bewildered Tempest.

The next moment left Tempest in sudden shock. Before she knew what had happened or even time to process it, she felt the sting of a bladed object sinking into her back. It wasn't just a blade but a star; a throwing star. Then came the electric surge as it coursed viciously through Tempest's body, causing her to drop the Matrix. At the same time, Breakaway was barely able to get in range of the screams coming from Tempest and, despite his afterburner sputtering smoke, jetted faster to the source. By the time he made it and assumed proto form, Breakaway saw Tempest writhing in agony. Her silver optics were flickering wildly and her screams echoed across the landscape.

"Tempest; NO!"

The Wreckers were recovering and bore witness to something none of them ever in their wildest fantasies expected. None of them when they left the city that day ever saw this turn of events coming. Up above, Galvatron, the cold, ruthless and uncaring leader of the Decepticons; even he was in complete and utter shock as he witnessing what was happening. What stunned him even more was who was the one causing Tempest such unbridled torment. Back down below, Tempest's entire body was sparking wildly, tiny plumes of small billowing from every open section. Then the surge ended. Tempest fell down her knew, smoking and heavily scorched. Breakaway watched her slump over to the side as if his whole world suddenly went into slow motion. She felt beside the Matrix which was picked from the ground by her assailant, and there was no denying it yet no way to comprehend it; it was Prowl.

Breakaway locked optics with Prowl and saw that his optics were no longer blue but violet. Before anyone could react, Prowl assumed alt form and raced away with the Matrix. Breakaway's first instinct was to go after Prowl but he instead rushed to Tempest side. In the sky above, Galvatron watched Prowl race away with the Matrix. He was trying to figure what in the flaming Pit just happened. He'd have to do that at another time and returned to the Revenge. Inside the ship, the other Decepticons were just as shocked as their leader.

"Galvatron, what just happened down there?" Scourge asked.

Galvatron, too shocked to explain, simply said, "Take the ship into orbit above the planet," When none of the 'Cons responded, Galvatron bellowed, "RIGHT FRAKKING NOW!"

Back down on the surface, Airazor and Bulkhead noticed the Revenge beginning its ascent toward the sky. "Scrap, the 'Cons are getting away." Airazor said.

"Yeah, and they've got Sentinel Prime and Ultra Magnus. We've got to go after them." Bulkhead added.

But Drift knew it was already too late. "It doesn't matter now." he said while he turned his attention to the far more pressing matter.

Breakaway was on his knees cradling Tempest in his arms. "Tempest, it's going to be okay. It's going to be okay, I swear. Wheeljack and Brainstorm… they'll fix you up, I promise. C'mon, Tempest, please talk to me."

Tempest was barely moving, even coughing up energon from her mouth. Her optic flickered just enough so she could Breakaway, and she weakly brought her hand up to his face. Breakaway took it in his hand and Tempest weakly replied, "Breakaway, I'm so sorry. I'm sorry… I let you down."

"No, no, no, no, no, you didn't let anyone down," Breakaway replied. "C'mon, you've got hold on for me, okay. Please, just hold one."

Tempest smiled weakly and whispered, "I… I love you." Then her optics dimmed completely and her body went still before its color faded to ash gray.

Breakaway couldn't bring himself to believe that he'd just lost Tempest, that she die right there in his arms. The Wreckers were silent. Airazor placed her hands to her mouth as Roulette put her arm around her little sister's shoulder. Stratosphere and Bulkhead were silent while Depth Charge turned away. Drift was at Breakaway's side putting a hand on his shoulder as he cradled Tempest's body in his arm. There were no words that could possibly be spoken, but as leader of the Wreckers, Drift thought it to be his duty.

"I'm sorry, Breakaway." he said to which Breakaway simply didn't reply. No one said a word.

Author's Note: So, I end this Two-Parter on a highly emotional note. I'm sorry to say to all the fans that Tempest is officially offline. As in dead! Poor Breakaway was too late to save his girl. Who do we blame for that, I wonder?

Things have gotten so, so much more dire for the Autobots. The Decepticons now have Sentinel Prime and Ultra Magnus, and Prowl has betrayed the Autobots and stolen the Matrix. The big question is; Why?

Keep reading and keep reviewing and maybe you'll find out.