A/N: ...Hi...I know it's been a while...um...would you guys believe that I wasn't posting because of school? And that I had absolutely no idea how to continue this story in the way I want it to? No? Okay then. So, this kind-of short Chapter (considering how long I've been gone for) takes place about...I don't know, let's say two months after the last one. Ultra Magnus and Lucy are still courting, the girls all have Guardians 'cause Magnus is a very busy Commander/Dad-person and needed some help, so...yeah...enjoy?

Disclaimer: I don't own the Transformers in any shape or form. I only own the story and any and all OCs in said story. If there's someone you're not familiar with, it's probably an OC.

(Blah) = Flashback

Ultra Magnus groans, his optics flickering open. What happened? The last thing he remembered was…

(Flashback)

Ultra Magnus smiles as the girls begin to argue about…honestly, he had no idea. He chuckles as Lucy gives up trying to stop them, and leans back in her seat. She levels a mock glare at his Holoform, softening when he reaches over and gently grips her hand.

The Twins had come up to him a few hours ago, begging to join him on his patrol. That caused a domino affect with the others, and now here he was, all six of his girls and Lucy in his cab as he cruises down the surprisingly empty highway.

"Hey, Magnus?"

He tears his gaze away from the long stretch of road, meeting Raven's brown eyes.

"Yes?"

"What would you look like with Optimus's paintjob?"

Ultra Magnus blinks. What?

"I'm…not quite sure. What brought on that question?"

Before the black-haired girl can answer, there's a bright flash, a GroundBridge appearing directly below the semi. They plummet down, landing with a heavy thud, jolting everyone in the vehicle. He rocks on his axels, the landing briefly stalling his systems. Quickly recovering from it, he turns into his cab, where the girls and Lucy are shaking, but uninjured.

"Is…is everyone-"

"MAGNUS, LOOK OUT!"

He quickly reverses, narrowly dodging the fist. Lucy ushers the girls out of the cab, allowing Ultra Magnus to transform. The cobalt Mech's plating shifts, his root mode replacing the eighteen-wheeler—and not a moment too soon, his optics meeting those of two Insecticons and multiple troopers.

He quickly scoops the seven humans up, tuck-and-rolling over to the cavern entrance, taking cover from the rapid gunfire. He instructs Lucy to take the girls and run for the entrance in clear view, before reaching up and activating his comm.

:Ultra Magnus to base. I've been sent into an ambush and—:

Something slams into the back of his helm.

(End of Flashback)

"Well, it would seem our guest has regained consciousness."

Recognizing the voice, Ultra Magnus lifts his helm, meeting the blood-red gaze of the Decepticon Warlord himself.

"Megatron."

The large silver Mech smiles, the expression dark.

"Oh, and what makes you think it's just me, Commander?"

Ultra Magnus follows the Warlord's gaze to the side, optics brightening slightly at the sight of the rest of Team Prime surrounded by Vehicons, their armor scratched and dented, as if they had been in a battle. He himself was kneeling down, two Vehicons pinning his arms back.

Tearing his optics away from them, Ultra Magnus looks at Megatron, his bright blue optics hard as he glares at the silver Mech. Megatron narrows his optics in return.

"What do you want, Megatron?"

"Now, is that anyway to talk to the Mech who has your life in his hands?"

The Mech steps to the side, revealing a small group of humans. Familiar humans.

No…

Lucy stands tall in front of the six girls, all huddled behind her. Though her stance was strong, there was a hint of fear in her denim-blue eyes. Not for herself, but for the girls she protected.

Ultra Magnus's optics widen.

"Lucy…"

Lifting his arm, Megatron warms his cannon as he aims it at the group.

Ultra Magnus feels his spark stop. Briefly closing his optics, he lifts his helm.

"Megatron, I'll do anything you want. But let them go."

The silver Mech grins, the expression dark.

"Ultra Magnus…"

Ultra Magnus stares at Lucy and the girls. They had all become a part of his life. No…they are his life.

"It's too late for that now, Commander."

With that, Megatron fires.

"NO!"