"Optimus, respond! The base has been overrun with B.O.W.s! We need your help!"

Ratchet was still desperately trying to reach Optimus with his damaged console as the insanity around him got worse. Barry, Sheva, Piers, and Josh were still holding their own up on the walkway while several others were putting up fights as well, but the Hunters were still all over the place and killing anyone they could reach.

"Optimus, for Primus sake, we are about to be massacred! Respond, slag it!"

Just then, a sound came from the elevator, a horrific sound. It was a roar, one that sounded monstrous, yet human at the same time. Ratchet looked over and saw it behind the torn metal fence of the elevator. Neither the Hunters nor the Licker that came through the ground bridge could compare to the disturbing sight before him. It was another B.O.W., bigger than any he had seen so far. But what disturbed him the most was that it didn't appear mutated completely. It still had the face of a human. Ratchet was terrified beyond rational thought as the creature broke through the fence with no effort at all.

"By The All Spark." Was all Ratchet could utter.

There was a small group of agents trying to make their way to the elevator, putting them right in the monster's path. Some of them were armed with assault rifles and submachine guns, others only had handguns. They opened fire on the terrifying B.O.W. to little affect. It roared in response and ran for the group. The first agent was swatted right into the rails of the platform so hard, that Ratchet heard his body snap in half from the impact. The others tried and failed to put it down as it absorbed their bullets with no affect whatsoever. One unfortunate agent that was within arm's reach was a grabbed by the shoulder. He was lifted off the ground and held up by the B.O.W. over his head. The creature's half mutated face was all he saw before he was slammed back into the steel ground, splattering upon impact. The other agents knew a losing battle when they saw it and decided to take their chances with the Hunters. The creature proceeded forward before being shot in the back from a high caliber weapon. He looked up behind him to where it came and saw Sheva with her smoking rifle. Her mouth was agape by how little the shot affected him. The B.O.W. was about to leap onto the platform and make short work of Sheva and the others.

"The boy, Darby. Find the boy and his mother."

Sheva was about to fire again, but the B.O.W. merely turned away from her. With an apparent sense of urgency, it ripped one of the bars off of the platform and leaped down to the ground level. Landing in the midst of the Hunters, the monstrous creature began attacking any of them that dared to get in its way. Ratchet watched as this further strengthened his theory that these creatures weren't as mindless as he had thought and hoped. Ratchet then heard a beeping sound from his console. The thankful medic quickly answered the comm link.

"Optimus."

"It's Arcee. What's the problem, Ratchet?"

Ratchet heard the creature roar again and saw that it had gone down through to the corridor, despite the many attempts from Agent Piers and his rifle. To his panic, Ratchet realized that the creature was heading to where June and the children had gone. If they came upon that monster, they wouldn't be able to stop it.

"Ratchet, what's going on in there?" Arcee urgently questioned.

"Arcee, you, Optimus, everyone needs to get back here now! The base has been compromised and we are swarming with B.O.W.s!"

The silence on the other end wasn't even registered by Ratchet as he took his ambulance form and drove down the hall in a desperate attempt to catch up to the B.O.W. He had to reach it before it reached the others. He prayed to Primus that he was strong enough to stop it.

::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::

Blade collided with hammer as Wheeljack and Breakdown went at it. Even though the Decepticon brute hadn't really taken too much damage from Bulkhead, he was at a disadvantage from Wheeljack's speed and sword skill. Bulkhead's war buddy was able to evade the graceless swings of Breakdown's war hammer quite easily, parrying back with one sword and striking with the other. Breakdown swung his hammer downwards, only to be stopped against Wheeljack's katana. Using his other, the Wrecker swiped at his lower chassis, nearly cutting through his armor. Breakdown jumped back with an angry look on his face. Deciding that close combat was not an option, he shifted his blaster and fired on Wheeljack. While not as fast as Arcee, Wheeljack was still able to dodge the oncoming energon blasts. He threw one of his swords at Breakdown who was able to knock it away. Wheeljack used this distraction to transform and drive straight to him. When he got close, he transformed back and leapt over Breakdown with his other sword drawn. Landing behind him, Wheeljack went for his exposed back. Unfortunately, several Vehicons intervened before he could strike.

"Scrap! Slaggin' 'Con drones!" Wheeljack yelled as he just barely dodged energon blasts.

"Nice try, Wrecker!" Breakdown yelled back.

Breakdown swung his hammer and struck Wheeljack in the chassis, knocking him back. Signaling the Vehicons to hold their fire, he approached the downed Autobot. He raised his hammer, intending to crush Wheeljack's helm. Smirking without Breakdown seeing it, Wheeljack caught his hammer with his free servo. His other held his sword and he used it to slice Breakdown's arm off and drive his blade into his chassis. Breakdown grunted angrily in pain from both injuries before Wheeljack kicked him backwards and got back on his pedes. Breakdown stumbled to his knees as Wheeljack picked up his other sword. The Vehicons opened fire on him again, allowing Breakdown to contact the Nemesis.

"Soundwave, I'm injured. I need a ground bridge."

A green vortex opened behind him and he ran through without hesitation as Wheeljack was held down by blaster fire. Becoming overwhelmed, the Wrecker was beginning to panic. Then, several missiles collided with the group of Vehicons, blowing them to pieces. Wheeljack recovered, injured but still standing.

"Thanks, Bulk."

"I got your back, Jackie."

Wheeljack felt something against his pede. He looked down and saw that it was the helm of a Vehicon drone left mostly intact. An idea came to Wheeljack as he picked it up and examined it.

"Hm."

Wheeljack placed the helm by his grenades on his side and continued attacking Vehicons left and right. Bulkhead, watching from the Jackhammer, wondered what he wanted with it.

Arcee landed on her back and was pinned down by Airachnid in her spider form. The Decepticon femme bared her fangs and hissed at Arcee triumphantly. Arcee head-butted her and slashed her in the face with her wrist blade. Airachnid dismounted her and stepped backwards, now sporting a nasty looking gash the up the side of her silver face. She ran her claw over it and saw her digits coated with energon. Airachnid licked the energon off of two of her claws and smiled back at Arcee.

"I love it when you play rough, Arcee."

"Oh, shut the frag up, Airachnid!"

The two circled each other again, Airachnid smirking at the scowling Arcee.

"Admit it, Arcee. Without me, you wouldn't know what to do with all that anger you have building up inside you."

"Yeah, keep talking, Spider-Bitch."

"Oh, such wonderful vocabulary. You've spent too much time with these humans, you're starting to talk like them. What would Jack do if he heard such vulgarity?"

"He'd cheer me on and tell me to end you."

"Is that so? I think you're a bad influence on my Jack. All the more reason to take him away from you."

"Just try it, Airachnid."

Airachnid was getting annoyed at how none of her insults were getting to Arcee.

"I just can't wait to see the look on his face when he learns that Wesker has been dealt with and was thanks to me and not you."

"Do you ever shut up?"

Airachnid wasn't smiling anymore.

"Play the cool femme all you want, Arcee. But we both know that you can only keep it together for so long. Two offlined partners, one maimed, and a failure to capture his tormentor, deep down you know that partnering up with you is a death sentence. Even if you protect Jack from me, how long before you fail to keep him safe from either Megatron or Umbrella?"

Arcee ignored everything Airachnid was saying. It was all just a trick to get her make a mistake. Jack was waiting for her back in the base and she wasn't about to let him down again because of her anger.

Arcee not taking her bait was getting to Airachnid. She hated not being able to manipulate her enemy. Arcee, still fierce, didn't look at her with any rage in her optics. She only held determination, like Optimus, like Jack. Airachnid was bearing her teeth now, getting more agitated the more she thought about it. Arcee was looking eerily calm and had actually lowered her defenses against Airachnid, which caught her by surprise.

"Giving up?" Airachnid asked.

Arcee looked back at her, thinking about something of importance.

"There's something I need to ask you?"

Airachnid didn't like this at all. Arcee never wanted to talk, to listen. She was desperate to send her off into a rage once again.

"Oh? What would you like to know, how I'll treat Jack once he becomes my pet? I promise, I won't be too harsh. I will be a tough but fair master. This, of course, will be after I break his spirit and instill absolute obedience."

Arcee ignored her once again.

"How did Wesker find our base?"

Airachnid didn't expect the question to be about him. It angered her that Arcee was so unthreatened by her that she was much more concerned with that arrogant little human.

"Does it matter?"

"It does."

Airachnid looked on in annoyance but decided to humor Arcee.

"Where's your comrade, the big, green, dumb one?"

"Answer the question!"

"I am, Arcee. He's how Wesker found your base."

Arcee tensed up, looking slightly shocked and confused. Airachnid smiled at the reaction.

"Wesker attacked you and your team recently, correct? Somehow, the little human managed to slip a tracker into Bulkhead's frame without the big brute even noticing."

Arcee let her calm demeanor falter as her optics widened.

"After that, he waited to see where Bulkhead would show up the most on his radar and where the signal would disappear. Like I said, he was on his way here before we picked him up to find out what he wanted with you Autobots."

Horrific realization set upon Arcee as she figured out why Wesker had set that trap for them in Canada. It wasn't to test his monsters against them, it was to hold their attention while he put a bug on Bulkhead. Arcee quickly went for her comms to contact Optimus, but was stopped by two web lines on each servo. Airachnid put them together and yanked Arcee forward. Airachnid jumped into the air, intending to land in Arcee with her bladed spider legs. Arcee rolled out of the way and got back on her pedes, though her hands were still bound.

"Optimus, for Primus sake, we are about to be massacred. Respond, slag it!" Ratchet's frantic voice came through the comms.

Cutting herself free, Arcee answered the comm link. Airachnid went on the attack again, but Arcee evaded her while she waited for Ratchet to answer back. Him not responding right away concerned her.

"Optimus?" He answered with desperation in his voice.

"It's Arcee. What's the problem, Ratchet?"

Again, Ratchet didn't respond right away, which was not a good sign. Arcee could hear something going on in the background.

"Ratchet, what's going on in there?"

Arcee let herself become distracted enough to be tackled to the ground by Airachnid, who was beyond toying with her at this point. Two spider legs were stopped inches from Arcee's face and being held at bay.

"Arcee, you, Optimus, everyone needs to get back here now! The base has been compromised and we are swarming with B.O.W.s!"

Arcee's was rendered speechless when she heard that. Optimus was too, as were Wheeljack, Bumblebee, even Bulkhead aboard the Jackhammer.

"Jack." She said in a gasp.

Airachnid was confused by Arcee's sudden panic, which gave Arcee an opening. She kneed Airachnid and managed to break free and throw her off. Airachnid stood up and saw Arcee running towards her. Airachnid was prepared for a fight, but Arcee did nothing more than elbow her in the chassis and run right past her. Airachnid watched as she fled and caught one of her legs with her webbing, causing her to trip.

"And where do you think you're going, Arcee?!"

Arcee turned over with her blaster armed.

"I don't have time for you!" She said as she blasted back, hitting Airachnid in the face.

Arcee cut the web on his leg and transformed to ride back to base.

"Autobots!" Optimus commanded through the comm link. "Retreat back to base, now!"

Bumblebee, who now had some new wounds from the battered Knockout transformed and did as he was commanded.

"Get back here, you little runt!" Knockout yelled.

Wheeljack tried to run back to base, but was being obstructed by several Vehicons. A barrage of missiles cleared a path for him.

"Wheeljack, forget these guys!" Bulkhead said from the Jackhammer. "Go and find Miko and get her outta there!"

Wheeljack looked up at the Jackhammer.

"I'll find her, Bulkhead. I promise I'll keep her safe."

Wheeljack transformed and drove for the base as fast as he could.

Optimus knocked Megatron down and turned his back with the intention to flee.

"We are not finished, Optimus Prime!"

"Yes we are, Megatron! There is another threat far greater than you that needs my attention!"

Optimus, like the others, took his alt and went for the base. An enraged Megatron watched as he drove off.

"Coward!" He yelled at the retreating Prime.

Wesker and Russell watched as the Autobots headed back to the base.

"Release what remains of our weapons outside of the mesa! The Autobots cannot be allowed to reach base! Is that understood?!" Wesker ordered.

Maintaining a position behind the mesa this whole time, several aircrafts appeared among the battle, gaining the attention of both Autobots and Decepticons. The aircrafts released the remaining sealed capsules to the ground below, landing throughout the battlefield. Dozens fell all around the area, one in between Optimus and Megatron, one between Airachnid and Arcee, and many in front of the base. Neither knew what to make of these capsules...and then, they opened up. The outer hatches were blown off and dozens of B.O.W.s jumped out from each of them, Hunters that looked even more disgusting than the one's they fought in Canada and Lickers that were not only larger than the one's Arcee dealt with in Tokyo, but also black and green who now bore one single talon as opposed to several claws. The Decepticons were caught completely off guard by these things. Airachnid stared at a pack of Hunters with her mouth agape and Knockout watched in shock as one Licker flicked its elongated tongue at him.

"Primus, what is that?!" He yelled.

There were hundreds of them, each taking notice of the Cybertronians around them. They released screeches and cries that sent shivers up the frames of every Autobot and Decepticon, before attacking any who was within range. The Autobots were unable to get to the base, having to fight their way through the B.O.W.s obstructing their paths.

The Decepticons watched in horror as these sickening beings attacked them. One licker attempted to attack Megatron who sliced it in half with his sword. Several Hunters jumped on his back but he managed to get them off. When he impaled one, his armed throbbed with pain from when his fusion cannon was destroyed. In his distraction, several Hunters and Lickers piled on top of him. Megatron roared back and tore his way through the swarm, clawing, slashing, and stomping any creature that challenged him. When he was done, he looked down in a state of shock at the pile of organic monsters at his pedes. He surveyed the battlefield and watched as his Decepticons and the Autobots fought against a horde of these creatures.

"By the blood of Unicron, what is going on?!"

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Jack, June, and Jill were arming up in one of the weapons rooms they managed to find. Jill was attaching a KAC Masterkey to her M4 while June loaded shells into a Remington 870. Jack sat in silence as he stared as the close quarters M4 that Jill had provided for him. The last time he had fired a weapon like this, he was thirteen and was knocked on his backside from the blow back. He decided that he didn't like rifles such as this. Now one was sitting on his lap in a life or death situation. Not handling the recoil would get him killed this time. Jack stopped focusing on the rifle and decided to focus of the Key. It gave him more comfort than a gun ever could.

"Alright, we'll meet back up with Chris and figure out a way to get out of here." Jill said as she chambered a round in her M4.

June took a deep breath and looked to her son who was clutching the Key to Vector Sigma. He didn't hear Jill, it seemed. Both could see that he was scared and became very worried about him. June knelt down and put her hand over Jack's.

"Honey, we need to go now."

Jack took a few deep breaths, never letting go of the Key. For a moment, June saw her ten year old son again trying not to be afraid. When he looked at her, it was clear that fear was all he was feeling. Still, with one more breath, Jack stood up and they all left.

They moved down the hallway, expecting a Hunter, or many, to appear around the corner or even up in the pipes along the ceiling at any moment. Jill was taking point while June made sure to keep Jack behind her.

"Remember, these things don't spread the virus through their claws so if you get caught by them, don't panic. We've each got one first aid spray which should stop any bleeding until we can get out of here. But whatever you do, don't let them bite you."

Jill heard a shuffling sound from inside one of the rooms and signaled the other two to stop. She was on guard with her rifle as she waited for whatever was inside that room. Jill hoped that if it was a Hunter, it was alone. Moments went by and Jill took one step closer. Just as she prepared to storm the room, something appeared in front of her with greater speed. When Jill saw a 12 gauge barrel staring right at her, she let her guard down.

"Chris."

"Jill?"

Both lowered their weapons and hugged each other gratefully. Jill pulled away as quickly when she remembered the kids.

"Rafael, Miko..."

Hearing her name brought the foreign girl out into the hallway.

"We're here, we're okay." She said with Raf at her side.

The moment they saw Jack, the three ran into each other.

"Jack!" They said together.

"Oh, God. You're alright." He replied relief as he held them with his free arm.

"Are either you hurt?" June asked.

"Nu-uh, we're fine." Miko answered.

Jill looked on thankfully as Jack was reunited with his friends. She looked back at Chris with a grateful smile.

"Thanks, Chris."

Her smile fell when she saw the bandaged and slow walking Rebecca.

"Becca!"

"It's alright, just a few scratches." She replied.

Jill knew well what green herbs and first aid sprays could do for injuries, but she also knew that they were band-aid solutions, so to speak, at best. They needed to get out of there and get Rebecca proper medical attention. At least she wasn't bitten. Jill couldn't handle another old comrade turning undead...like Brad.

Loud screeches were heard down the hall and everyone put their guards up. Miko and Raf ran behind Jack who nervously held up his rifle. Raf shut his eyes and held the back of Jack's waist tightly. Miko held on by his shoulders, allowing him to feel her shivering. They were counting on him to keep them safe. June stood in front of Jack with her shotgun. Rifle or not, 16 or 30, Jack was still her son and she was going stand between him and whatever was coming their way. Jill, Chris, and Rebecca stood front and center, acting as a wall for the four of them. This was their job, their mission, to protect civilians. The fact that these people were important to them only strengthened their resolve.

The screeches were getting louder and they all heard the sounds of claws and fleshy feet shuffling closer. There were a lot of them, much to all of their horror. They finally appeared down the hall and were heading straight for the group. From behind the three agents, June and Jack could only wait until they made it past the human wall in front of them. The B.S.A.A. trio, however, wasted no time. Jill's weapon got the farthest range and did a fair amount of damage to the Hunters in front. Rebecca, armed with an MP5, had range but not a lot of stopping power. Still, it did its part. Chris had his shotgun, but fired the Raging Bull from earlier. Rebecca couldn't handle it because of her injuries so Chris held it for its caliber. They managed to take down a few Hunters, but the rest weren't slowing down. Rebecca and Jill's weapons went dry and they resorted to using their side arms and attachments. As they got closer, Chris pulled his shotgun from his shoulder and managed to kill a few more. Right in front of them now, they all braced themselves. To their complete shock, the Hunters leapt over them, some of them climbing up in the pipes, or just ran past them. Jill panicked and looked behind her, seeing June shooting down a few who got too close, but not being attacked either. By the time they made it to the kids, most of them were up in the ceiling or far enough from them that there was no need to shoot them. The Hunters ran down the other end of the hall, leaving all seven of them to wonder what had just happened. What they heard next answered their question.

"RRRRAAAAHHHH!"

All their attentions turned down the hall. The roar was a B.O.W., they all knew that. But it sounded like it could also have come from a human. They all quickly reloaded their primary weapons, safe for Jack. Loud footsteps were heard approaching from around the corner. Whatever was coming their way, it was big. Miko and Raf held Jack tighter than they ever had, even in the shadowzone. June backed closer to them, her heart racing and not for Optimus. Jack was keeping it together for Miko and Raf. If they weren't there, he would've lost it by now. The last thing he saw that sounded like that was the Nemesis.

A screech from another Hunter was heard, followed by it flying into the wall opposite from the corner of the hall. It smashed against several pipes, releasing steam into the corridor. This was bad, not only was whatever did that to the Hunter strong enough to do it, but now they would have to fight it partially blind. Then, it turned the corner.

It was big, that much they could tell. They could also tell that it was only partially mutated if it's very human legs were of any indication. They could see its deformed arm, even through the growing cloud of steam. Taking it out wasn't going to be easy, especially in such a cramped space with the...

"You four, run!" Jill yelled.

June grabbed the three youths and they ran down the other end of the hall, making sure to make the turn without the fleeing Hunters. Jack looked back at Jill, Chris, and Rebecca, as they opened fire on the B.O.W. running their way.

"Jill..." He said to himself.

As they ran farther down the hall, they could still hear the gunfire along with the creature roaring monstrously. Jack didn't want to think about all the disadvantages they were in, fighting that thing in a corridor. They came to a stop where June turned around with her shotgun aimed down the hall. She held her position while the children waited in silence.

"Ms. Darby?" A very frightened Raf asked.

"Shh." She replied.

June was trying to listen for approaching footsteps, but she heard none. Had they taken that monster out already?

No, they hadn't.

Up in the ceiling, something smashed through the pipes and landed right in front of June. More steam filled the hallway, just like before. Jill raised her weapon and let off four shots into the obscured creature. With its less deformed hand, the creature smashed it against June's body, right into the wall next to her. When she hit the floor, she wasn't moving.

"Mom!" Jack cried.

The creature walked right over June, unconcerned with her. The three children backed away slowly as it began walking up to them. Jack couldn't see its face through the steam, but if it was anything like what he could see of its arm, he was glad he couldn't.

"Jack?" Raf said with absolute fear.

The three of them were completely helpless, unable to move. Jack couldn't look away from it, its obscured face. That's when he noticed that it was staring at him. Jack swallowed and eyed the empty room opposite of him, Miko, and Raf. Moving with him, the three stepped over slowly to the doorway. His gaze followed them. Jack had an idea.

As carefully as he could, Jack handed Miko his pistol. Miko looked at the back of Jack's head, confused and worried.

"Miko...keep Rafael safe." He said in a very low...and very uncertain voice.

"Jack?" Miko said with a cracked voice.

Had they not been there, Jack would never do something so dangerous. He took a deep breath, shoved Miko and Raf into the room beside them, and ran for it. The monster took off after him, ignoring Miko and Raf altogether.

"Jaaaaaack!" Miko cried as the two disappeared.

Miko ran out into the hallway and fell to her knees in tears.

Jack ran as fast as his legs would allow, ignoring every burning pain in his muscles. He didn't look behind him, he wouldn't dare. He just ran for dear life. He didn't know if he was going to die, he didn't even think about it. All he thought about was getting this monster as far away from Miko and Rafael as he could. He turned another corner to his helpless horror, he met with a wall.

"No...No!" He yelled as he grabbed his head in a panic.

He was breathing hard now and not just from the running. He managed to put some distance between him and the B.O.W., but he could hear it catching up. Jack went up against the wall, shakily aiming his rifle. Now it was beginning to sink in. He was going to die. He saw the creature clearly for the time when it turned the corner, the deformity, the giant eye, the human face. Jack took one look at its face and he let his rifle fall from his hands. He couldn't believe what he was seeing. Nothing in all of his nightmares could compare to what, or rather, who he was looking at. But staring back at him was a face he knew from a long time ago.

"D-Dad?" He said with what little breath he had.

The creature walked towards Jackson, but he was frozen in place. His body went numb, his ears went deaf, but his eye was working just fine. This was it, Jack was done.

BEEP! BEEP!

Two honks caught the creature's attention and he was met head on with the front of an orange and white ambulance. Jack was brought back to his senses just in time to jump out of the way as the creature...his father, was rammed into the wall. With Joshua Darby pinned, the driver's door opened for Jack.

"C'mon, Jack!"

Jack jumped inside and the door slammed shut. Ratchet backed out and drove away from the monstrosity he had just collided with.

"Jack, are you alright?" He asked with a great amount of concern.

Jack wasn't able to answer, as the reality of what he had just saw set in. He stared at Ratchet's steering wheel, gasping his each breath, his eyes filled with absolute terror. Then, after slowing his breathing, Jack broke down. Covering his face with his hands, Jack let his emotions pour out of him without mercy. Ratchet comfortingly placed his seat belt around Jack, but it did little to help him.

"Jack, it's alright. I'm getting you out of here."

Jack didn't even hear him. One hand went over his mouth to muffle his hysteric cries, while the other went around his stomach and clutched his side. Ratchet had never seen him like this. As Jack started rocking back and forth nervously, he was beginning to scare the old medic. He had never felt so helpless in his entire life.

Ratchet then came to a stop. The back doors opened and Jack looked back to see Chris and Jill getting an unconscious June into the vehicle.

"Mom!"

He rushed back to check on her. Her head was bloody and bandaged and her breathing was labored.

"She's got a few cracked ribs, two broken ones, and a bad concussion." Rebecca said as she entered the vehicle. "I stabilized her, but she stills needs a doctor."

The back was cramped with the five of them. Jack heard both doors open and saw Miko and Raf enter, to his immense relief. They saw him and Raf quickly got up and hugged him tightly.

"You're okay." He said through a cry.

Jack didn't hesitate to turn around and hold Raf close to him. Raf welcomed the hug, until he felt how much Jack was trembling. Jack buried his face in Raf's hair and continued crying uncontrollably. Raf looked up and could see that his eyes were shut tightly. Everyone was worried now. Miko knelt down and put her hand on Jack's shoulder.

"It's gonna be okay, Jack?"

Jack shook his head in response.

"No...it won't."

Jill looked at her young friend, his bravery stripped away. Her heart broke into a thousand pieces and only one question passed through her mind.

'What have you done now, Wesker?'

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Optimus and the other Autobots had made it through the B.O.W.s and into the base, but what was waiting for them was of no comfort in the slightest. The B.S.A.A., those that had come to Outpost Omega One, were not few in numbers. Chris Redfield claimed it was a mere third of one particular base and it was clearly a small army. But now, less than half that remained.

The base was infested with the same Hunters from outside. Scattered about the floor were a great number of agents that had been savagely ripped apart by these shrieking demons. A few were grouped together around the base, fewer had managed to find somewhere out of reach. One group comprised of Barry Burton, Sheva Alomar, Josh Stone, and Piers Nevans were making a last stand on one the upper platforms, but there was no sign of Ratchet. Even worse, no sign of the children, alive or dead. Optimus could not bring himself to consider the latter possibility.

Without even giving the command, the Autobots began cleaning their home. There were far less in the main hall than there had been during their encounter with Wesker, but who knew how many were elsewhere in the base? As a large swarm was beginning to close in on the platform group, Bumblebee and Wheeljack had begun incinerating them with energon blasts. Sheva looked down to the Autobot pair, relief and gratefulness easy for them to see. They could also see a pistol in her hand as well as a discarded rifle of some kind by her side. The group was down to their last bit of ammunition and would have been killed had it not been for the Autobots.

Optimus and Arcee began opening a path down the hall. Both were suppressing panic at the absence of Jack and June. Wheeljack and Bumblebee were also moments from losing their senses as they worried about Miko and Rafael. The base was beginning to fall under their control. Optimus was about to take his alt and go search for any human survivors. Before he could even activate his T-Cog, several cries, shrieks, and screeches were heard from the tunnel entrance.

"Guys, they're gettin' in!" Bulkhead warned through the comms.

Sure enough, several more Hunters along with the black Lickers came pouring into the base, forcing the Autobots to take defensive action. Optimus couldn't leave his team to face these monsters without him, but he was also desperate to find his human companions.

"Bulkhead, what's goin' on out there?" Wheeljack asked.

"All of of'em are trying to get in the base. They all started once you guys made it in."

"Listen, Bulk. Let off whatever the Jackhammer's got left at the entrance and get in here."

"Alright, Jackie."

The fight continued on as more B.O.W.s kept coming into the base. It was not looking good at all. With the exception of Wheeljack, all the Autobots were still injured. Arcee still had two stab wounds from Airachnid in her shoulders, Bumblebee was still leaking energon from the hole in his side Knockout gave him, and the helm wound Megatron had given Optimus was still slowing the Prime down. All of them were slowed down, in fact. They were just managing the keep the monsters in the tunnels, thanks to the narrow space and their combined firepower. If even one of them let up, the base would be overrun again.

Several tremors were felt just outside of the base. The Autobots couldn't even spare the time the think about what it was.

"Comin' through, guys!" Bulkhead yelled.

Wheeljack realized that Bulkhead had done what he said and was heading into the base right now. The sound of an oncoming truck pounding against a sea of flesh forced the Autobots to hold their fire. Bulkhead powered through in his SUV form, transforming upon entry. He stumbled to his servos and knees after transforming, still weak from Breakdowns hammer. He looked back behind him and saw that his comrades were struggling to keep the rest of the B.O.W.S. out of their home. Bulkhead slowly stood up and shifted both his servos into blasters. But even with his help, the Autobots were barely holding them back.

The added firepower did allow Wheeljack to act out the second part of his plan. From his belt, still carrying a Decepticon helm, he pulled out a detonator switch.

"Guys, you're about to feel another rumble, a big one. When that happens, you don't want to be in front of this tunnel."

The Autobots glanced at Wheeljack while maintaining their fire. Wheeljack wasted no time.

"I'm sorry, girl." He said as he hit the switch.

Sure enough, the ground shook beneath their pedes and every Autobot jumped out of the way of whatever was about to come through the tunnel, injuries be damned. Before the B.O.W.s could scatter, a wave of blue energon fire flowed through the tunnel entrance and swallowed up the front of the main hall where it led to. Many of the Hunters and Lickers were taken by the flames and were burned down to the bones. Many high pitched cries were heard by the Autobots as they shielded themselves from the heat and best they could. The fire eventually died out and things were finally getting under control for the time being. Wheeljack once again bought them some time. Now, they had to find the others.

"Autobots..." Optimus began, but was cut off by the sound of an approaching vehicle.

From the hallway, Ratchet quickly pulled into the main area, and came to a stop when he saw Optimus.

"Optimus, thank Primus!"

"Ratchet, where are the others?" Optimus asked with urgency.

Chris exited the vehicle and walked up to the side of Ratchet.

"Jack's safe, the kids are safe, June's safe, Op." He said.

Optimus and Arcee were both relieved to hear that everyone was okay. However...

"Is there anyone from your team left down there?"

Chris exhaled grimly.

"Jill and Rebecca are in there with the kids, but we're all that's left Optimus."

"And we need to leave, right now." Ratchet added.

Optimus looked at Ratchet in agreement and then gave Arcee a commanding look. Arcee nodded in response and went to the controls. She saw that the updated emergency protocol coordinates were still set and activated the ground bridge. As it opened up, more B.O.W.s were heard from outside.

"Keep them away from the bridge!" Optimus yelled, then looked to Ratchet. "Go now, Ratchet!"

The medic was the first to drive through the bridge, Chris grabbing onto the back as he passed him. With the kids out of harm's way, he turned to the remaining B.S.A.A.

"Bulkhead, Arcee, make sure the rest of the B.S.A.A. have a clear path to the bridge."

"Sir!" They responded.

Arcee and Bulkhead began knocking and crushing what few Hunters were still around the base, allowing the agents to get to the ground bridge. Sheva, Barry, Piers, and Josh were about to climb down from the rails, but were stopped by the sight of Bulkhead's servo, which was large enough for the four of them. They all jumped into the Wrecker's servo and were lowered to the ground.

"Thank you, Bulkhead." Josh said.

"Just get to the ground bridge and thank me on the other side."

The four agents did as told, heading down to ground level. Many more were following behind them, though far less than what came in. With the last human through the bridge, it was time for the Autobots to leave the base.

"Arcee, Bumblebee, Bulkhead." Optimus ordered.

Wheeljack and Optimus fixed their blasters on the hallway where the B.O.W.s were about to enter again as all the injured Autobots went through the bridge.

"Wheeljack." Optimus said to his remaining soldier.

The two exchanged looks and Wheeljack threw his remaining grenade down the tunnel, stopping the B.O.W.s.

"Let's go!" Optimus yelled.

When they turned to the bridge, they saw it standing by the hall. Partially mutated and looking far more threatening than the monsters outside, all three of its eyes set on the two Autobots. Ratchet had told Optimus that the Licker he showed him was once human, but Optimus could not imagine it ever being so. At this moment, it wasn't so hard. This monster was clearly a human once, but now it was something else. Underneath the shock and horror, Optimus could swear that its face looked familiar.

Wheeljack reacted first and shot it dead on with his blaster. The creature hit the wall and fell to the floor. As it got to its knees, its body started shifting around and deforming itself even further. Neither wanted to wait and see what was about to happen and ran through the bridge as fast as they could. The B.O.W. was still going through a metamorphosis as the portal closed, leaving it and Jasper behind.

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Optimus and Wheeljack came through the bridge and the portal closed behind them. None of the B.O.W.s were able to follow them, including the one they saw before they abandoned Outpost Omega One. They ended up in what appeared to be some sort of military hangar. It belonged to the B.S.A.A. and located in one of their black-sites. It looked different than the last time Optimus had saw it when he and Ratchet arranged this set up with Director O'Brian in the event that the base was compromised. The only difference was that it now had an almost exact replica of the Autobot's console, built by Ratchet over the last few weeks.

Optimus looked back at the spot where the vortex had closed, realizing that his home was lost yet again. For the second time, he and his Autobots were forced to leave a place they had come to know and rest. But it wasn't just them this time, it was the children as well.

"June, Jack." Optimus said to himself in urgency.

He looked over to Chris and Ratchet, the former was opening the latter's doors. When Optimus saw an unconscious and injured June lying on the floor, he was struck with the fear that he had lost so much more.

"We need a medic!" Chris shouted.

Several came from the outside, pausing for a brief moment at the sight of the Autobots. The injured were led out of the hangar, June on a stretcher. Arcee gasped when she saw what had happened to the woman.

"June." She said as she reached for her but stopped midway.

"We'll do everything we can, Ma'am." The medic pushing her said.

Arcee reluctantly held back and allowed her to be taken somewhere where she would be taken care of. She watched solemnly as her best friend's mother was removed from the hangar. She looked back at Ratchet, where she saw Rebecca being helped from the vehicle by Chris. She was also injured and led away by a fellow medical officer. Arcee hoped that she be alright. She turned her attention back to the ambulance and saw Miko and Raf exit the vehicle and run up to the injured guardians.

"Miko!" A weakened but relieved Bulkhead cried.

He took his BFF in his servos and held her to his spark chamber. Miko was in tears now, letting it all finally get to her.

"Bulkhead." She tearfully cried.

"I'm here, Miko. You're safe, now."

Bulkhead looked at Wheeljack who was watching with a reluctant smile. He was happy that she was okay, but not happy that she was so frightened. This only made him want to hurt Umbrella even more.

"Bumblebee!" Raf said as he ran up to his big brother but stopped when he saw the hole in his side. "You're hurt."

Bumblebee tried to look as reassuring as possible, noticing the reddened eyes of his friend which could have only come from crying.

"I'll be fine, Raf. Are you okay, little buddy?"

He wasn't, but he put on his best front just as he'd seen Jack do many times before. He walked over to Bumblebee and wrapped his arms around his leg as best he could.

"I thought I'd never see you again."

It sunk in to the both of them that they could've died. The scout reached down and placed his metal digit comfortingly on Rafael's back.

Arcee was still looking at Ratchet's alt, waiting for her partner to step out. Jill came out first and caught sight of Arcee. That calmed her greatly, seeing that she was alright. She just knew that Jill did everything in her power to keep both Jack and June safe. They smiled at each other, but Arcee's faltered when Jack failed to step out. Jill picked up on this and looked back into the ambulance.

"Jack?"

There wasn't a response, verbally or physically. After a few seconds, he finally exited the vehicle, allowing Ratchet to transform. The femme gasped again, thankful to Primus and every Earth god she knew of that her Jack was alright.

"Jack."

But when Jack failed to even acknowledge her presence or anything around him, when he didn't look up, she knew something was wrong. He just stood there with his eye glued to the ground, holding his own arms.

Director O'Brian walked up to group, noticing the fewer numbers than who had left. He looked to Chris, who grimly shook his head.

"Umbrella...it's just never enough for them." The director said to himself.

"Director O'Brian." Optimus began, gettin his attention. "We must contact Agent William Fowler of the U.S. Government. I must know if he was able to evacuate Jasper before the attack."

"A government agent?" O'Brian replied cautiously.

"I assure you that he is trustworthy and not under the employment of Umbrella."

O'Brian sighed.

"Alright, Optimus. I trust your judgement."

"Thank you, Director."

Arcee had walked over and knelt down in front of Jack. He still hadn't acknowledged her or Jill.

"Jack?" Arcee worryingly said. "Jack, what's wrong?"

Jack was beginning to breathe harder than normal, clearly in distress.

"I...I don't..." He was breathing even harder. "I-I...I can't..."

He couldn't stand still, couldn't form words. Jill touched his shoulder to try and calm him.

"Jack, calm down, breathe."

"But I..." He was sounding a bit hysteric. "I-I couldn't..." His voice was cracking.

Optimus quickly stepped forward as Jack was holding in his hysterics with his hand over his mouth. He looked to be on the verge of a nervous breakdown.

"Jackson, you must calm yourself. Please, tell us what happened?"

Jack heard his voice and looked him in the optics. What Optimus saw was absolute despair, pure fear of a young human close to his breaking point. Jack looked away and ran for the hangar doors. Barry caught him before he got far.

"Whoa, whoa, whoa. Easy, kid. We're the good guys, remember?"

"Please. Please, let me go." Jack whimpered.

Optimus heard how weak he sounded, how his voice came out. He couldn't believe it, he couldn't believe that someone who had shown such strength in the past could be broken down this way. Barry looked up at Arcee, who worryingly looked to Optimus. The Prime shut his optics and simply nodded. Barry, clearly not wanting to, let Jack go and he was gone. They all watched as he ran for somewhere unknown to them or to him. Arcee wanted to chase after him, to take her alt, tell him to hop on, ride somewhere quiet, and hold him close as he let his emotions go. But she was scared...scared to know what happened. The atmosphere of the base was a low one. Everyone's nerves and emotions were shot. The base was gone, Jasper was going to be overrun by either the Decepticons or B.O.W.s. Things were not looking good. Optimus could only pray that this would be the worst of it. But this was Umbrella and the Decepticons, Wesker and Megatron. Never had Optimus feared for the war to come quite like this.

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"Sir...They've escaped." Russell said shamefully.

Wesker removed his sunglasses flung them against the dash. He began rubbing his eyes in frustration.

"Dammit!" He yelled as he punched and cracked the glass of the chopper.

"I'm sorry, Captain."

"We underestimated them...and we overestimated the Decepticons. Because of that, the boy and his mother slipped through our fingers again."

Wesker looked down and saw that the Decepticon were still engaging his weapons.

"You still have the G-Mutation, correct?"

"Yes, Sir."

Wesker looked forward again.

"I'm certain that this hidden base connects to the sewers somehow. Have it burrow deep and get it as far away from here as possible. This town won't be standing by tomorrow."

"Yes, Sir. And what about Jackson Darby?"

Wesker inhaled to calm his anger.

"They'll hide the boy from me, but they will not hide. Another opportunity will present itself."

Wesker looked back down and saw the Decepticons fleeing through a ground bridge.

"We have to leave, Russell, now."

"Sir."

The chopper flew off and Jasper was left abandoned to the bio-organic weapons on the ground.

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Airachnid, Knockout, and Megatron came through the bridge and onto the Nemesis. Several Vehicons noticed Megatron's damaged arm.

"Lord Megatron, you're injured."

"You have a firm grasp of the obvious, 5T3V3!" Megatron spit back and he pushed the Vehicon away. "Soundwave!"

Soundwave was already standing at attention and awaiting orders. Knockout spoke before Megatron could.

"Does anyone know just what the Pit that was down there?"

"Soundwave, run images of those...things through every database on this planet. I want to know what it was that cost me my victory!" Megatron ordered.

Soundwave nodded and turned back to his console.

"I've seen some unsightly things on this dirt rock, but those monsters were the most disgusting organics I've ever seen, even more than humans." Knockout added.

"They were more than just disgusting, Knockout. They were vicious, feral, and dangerous. Airachnid."

The spider-femme gave Megatron her attention.

"You've seen and hunted many lifeforms before you came to Earth. Have you ever seen anything like that?"

"No, Lord Megatron. I've collected many creatures several sizes bigger than those, but never that many at once. Whatever they were..." Airachnid never thought she would shutter at the thought of something so much smaller than her. "They were unnatural."

Something came to Megatron.

"Yes...they were unnatural and they were left behind by human aircrafts...Perhaps..."

It hit him like a ton of bricks.

"Bring that little human to me, now!"

Airachnid jumped at the chance.

"Allow me, My Lord."

Airachnid left to grab Wesker, leaving Megatron, Knockout, and Soundwave.

"Umbrella Corporation conducted experiments before their empire fell. Wesker was planning this before we had gotten to him. He intended to unleash them onto the Autobots."

"But why, Lord Megatron? What is he after?" Knockout asked.

"I will ask him when he is brought to me and if I suspect he is lying once again, I will send him back to Earth and watch as his own monsters rip him apart."

Airachnid walked into the room where she had left Wesker. She had plans to remove parts of him before handing him over to Megatron. He had cost her the defeat of her enemy, the capture of her Jack, and the truth of what he had done. She knew that it was him that removed Jackson's eye, but she wanted to hear it from his mouth. Now, she was going to get her answers the old fashioned way.

"Wesker, Megatron would like a word you." Her faux sweetness sounded less sweet this time. "As would I" She followed darkly.

She walked over to the cage where she had spit her acid through, remembering that he was in the next one over. She flexed her claws in anticipation. The first thing she intended to do was to remove his eye just as he did to her Jack. When she knelt down to get a better look, she saw that the lock had been broken and the cage was empty.

"What?!"

Airachnid was now angry. There was no way that the little human had escaped his cage and the Nemesis...could there? Airachnid was about to inform Megatron of the break out until something in the cage caught her optic. It was small, too small for a Cybertronian like her. She reached in and took it carefully between two of her claws. She brought it closer to her face to see it more closely. It didn't take long for her to figure out what it was, gasping in realization. It was Jack's eye, preserved in a human sized vial of some unknown solution. It was him who hurt Jack. He had boldly lied to her about it while having the evidence on him the entire time. Now, Airachnid felt as enraged as Arcee tended to be.

"I'll gut him." She said lowly. "I'm going to tear that little human to pieces!" She shouted as she used a spider leg to slash through several of the cages.

Megatron, still with a damaged armed, watched from the brig as the monsters were scattering back on Earth. They really were disgusting...and infesting. Some were running around in the open desert, while others were heading for the small human town known as Jasper. Megatron knew that he couldn't let these things run freely. They would destroy whatever stood in their path, leaving him with less to conquer.

"Lord Megatron...he's gone." Airachnid said the comm link.

Megatron looked shocked.

"What?! How?!"

"I...I don't know, My Lord."

The warlord growled in anger, then turned to his spymaster.

"Arm the cannons! I want every one of Wesker's filthy beasts swallowed by fire! And if the Autobots have escaped, I want them to have no home to return to! Destroy it all!"

Knockout smiled bitterly, energon still leaking from his mouth. Soundwave nodded to his lord and began to set the Nemesis' main weapons.

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The black warship repositioned itself. It hovered over the mesa that concealed the now overrun and abandoned Autobot base. The Nemesis was armed with several cannons, each capable of destroying a city with more power than anything Umbrella could hope to create. Only one was needed for this act. A single cannon positioned itself and took aim at the center of the mesa. A low humming sound began resonating as the cannon started to charge. Even the B.O.W.s could sense that something was about to happen. The edge of the cannon glowed hot red.

A red beam of light descended on top of the mesa, melting the stone and steel structure from the inside out. The base crumble as the power of concentrated energon broke through the walls and reduced the base to nothing. But it was not over. Once the base fell, the fire that was trapped inside poured out into the air and devoured every living thing in its path. The B.O.W.s scales, skin, and muscles were burned away as quick as a breath, their bones reduced to dust. The fire kept growing, quickly reaching the small town of Jasper. The school where Team Prime's youth attended, the shops they went to, the homes they lived in...Megatron's weapon erased them from this green Earth which was now scarred with fire. From the center of the town, to the edge of residential area, to the desert, all the way to where it ended, Jasper was cast in flames. From the road, one could see the ruins of the humble little town, greeted only by a half destroyed sign.

"Jasper City Limits."

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"Burn them all! BURN THEM ALL!"

So yeah, we've reached the point of Jasper's destruction, but under very different circumstances. For the record, neither Smokescreen nor Ultra Magnus will appear in this story. I don't think the Predaking will either. I'm not sure about Shockwave.

We continued off from the last chapter where G-Mutation Josh Darby is set loose on the base. I know there wasn't a lot of him this time, but I'm saving him for later chapters. Trust me, when he comes back, it will be a dark chapter. Now, if you're wondering why he left June to go after Jack, Russell was controlling him. Jack was the prize and when he ran, that's who he went after and intended to get June on the way back. Luckily, no one important was taken or killed. Rest in peace Red Shirts.

One thing I felt about TFP was that they never got to resolved the Arcee/Airachnid beef. Sure, Arcee trapped her in the stasis pod and she was all "I'm not like you", but I still felt that Arcee never put her tragedy behind her so much as it just lost focus. This is why I wrote her being able to ignore Airachnid's taunting for the sake of Jack. I do wish I covered "Partners" in the series to give that character growth more impact. Also, she now knows how Umbrella found the base.

We're going backwards with Jack now. I feel like I'm being cruel to him by this point, but let's face it, seeing his father that way was going to mess him up mentally. Jack is in a very bad place right now and I will try not to go full angsting, but he is not gonna be all smiles and sunshine come next chapter. How do you think June will react when she finds out what happened to her ex-husband?

Airachnid knows the truth and she is pissed. The Decepticons know about the B.O.W.s and Megatron knows that they pose a threat to him and his ambitions. Wesker now has four groups gunning for him. But he don't give two scraps. As twisted and let's be honest, exaggerated he is, Wesker is a cool ass villain.

Next chapter will deal with the fallout of the Destruction of Jasper, but it won't just be for the Autobots. What do I mean? Well, just wait and see.

'Till then, I'm Korova...and there's no one else here. Hit The Button!