Author's note: Again, sorry for the late update. I've been very busy with this drama performance I'm involved with lately…it'll all be over in a week though and I should be back to usual by then.

As soon as I started writing this fanfiction, I knew I was going to have to write this chapter at some point. And I considered it the ultimate test of my writing abilites. Let's see if I pass or not, eh? Hope you enjoy it.


"No…" Optimus said softly as he surveyed the wreckage of the Youngberg High School from above, "No…"

He adjusted his jetpack and descended slowly, touching down outside of the auditorium. There wasn't a student or teacher in sight. Bags, books and papers that had been left behind in a panic were strewn everywhere. A cold wind blew through the school, whipping the papers through the air in a storm.

"Sari, are you here?" Optimus called.

There was no answer.

Bumblebee rushed up to his side, "We were too late", he whispered, and bowed his head.

Optimus nodded.

The other four Autobots hurried over, "OP, I scoped a Decepticon energy signature. It's heading for the upper atmosphere in a hurry!" said Jazz.

"Then I'm going after it", Optimus reactivated his jetpack, "Stand back, everyone".

"Your jetpack won't take you off-world, Prime", Ratchet placed a restraining hand on Optimus' shoulder, "It wasn't designed to handle zero atmosphere conditions".

"Then we'll consider this a field test", Optimus snapped back.

"It'll crumple up and you'll drop back down at a thousand miles an hour!" growled Ratchet, "You'll be no good to Sari then, will you?"

Optimus didn't have an answer to that.

"So what do we do now?" asked Bulkhead, "We failed her".

"And the Professor", sighed Optimus. He couldn't bear the thought of facing Sumdac and telling him they had let his beloved daughter fall into the hands of the Decepticons.

"Maybe we can use the long-range sensors at the base to find out where Megatron's going with Sari", Arcee suggested.

"It's worth a shot", Optimus said with a heavy spark, "Autobots, we're returning to base".


The dusty red surface of Mars trembled as Megatron landed in a crouch. He stood up slowly, surveying the bleak landscape of pits and dustbowls as red grit whipped up against his armour plating.

He had left Earth in a rage, refusing to heed the calls of his followers. Along the way he had had chance to calm himself and assume a more composed front, but underneath the calm façade he was still seething with rage.

Left with no options, he had followed Starscream's instructions to the letter. He had been told to come alone to a hidden location on the fourth planet of Earth's solar system. Of course it was almost certainly a trap, but Megatron had no qualms about springing it.

Up ahead he could see the opening of a tunnel embedded in a bank of rock. He drew his swords and walked towards it. He had to stoop a little to head inside.

Finding himself in a narrow, metal passage, Megatron advanced cautiously. In what little light there was he could see Cybertonix glyphs on the walls. There was no pattern to their arrangement that Megatron could see, suggesting an archaic form of language. That would make this a particularly ancient Cybertronian outpost, long abandoned. It was intriguing to think that Cybertronians had been so close to the fateful planet that was Earth in the past.

But what concerned Megatron was how Starscream knew of this facility. And how he knew to capture Sari Sumdac. That was his overriding concern, even greater than the mystery of Starscream's return.

He emerged from the tunnel into an abandoned monitoring room, lined with derelict computer consoles. A fine layer of red dust covered everything, save for a set of recent tracks.

As Megatron knelt down to examine them an old light flicked on. There was the sound of approaching footsteps. Megatron stood up and raised his blades.

The hated figure of Starscream stood before him, "Megatron, I'm home!"

"Greetings, Starscream. And farewell".

He blasted his fusion cannon at Starscream's torso. Starscream leapt to one side, rolled and came up with his hands up.

"Wait wait, don't fire!"

Megatron fired. His treacherous lieutenant took cover behind a stack of wrecked machinery that went up in a smoke as soon as the plasma energy cut into it.

The fusion cannon pulsed as it fired round after round at the madly dodging Decepticon. Megatron didn't hesitate or heed Starscream's pleas as he strafed the room with lethal energy.

"If you want to see the Sumdac brat in one piece again…argh!" Starscream whimpered as he ducked underneath a blast, "You'd better…aahhh!...stop that".

"I can download her location off your processor after I've destroyed you", Megatron answered, not slowing his rate of fire.

"Never mind her location! She's safe for now, but I've…eek!...planted a bomb in her circuitry that's connected to my…augh!...processor. If it shuts down, then…boom!"

Megatron stopped firing. He lowered his cannon and replaced his swords on his back.

"Is that so? And why would you do that?"

Starscream dusted his plating off and did his best to regain his smug composure, "Just like I said in my message, you portentous sack of spare parts! I want to talk".

"Then talk to yourself. You always did like the sound of your own voice".

"Oh, that's rich coming from you! I saw your speech on New Kaon, you know. Urgh. Could you have been any more long-winded?"

Starscream could see the glimmer of wonder in Megatron's optics at the mention of his speech. He was wondering, Starscream was certain, how he had been witness to it, but didn't want to admit it.

"Shall I put you out of your misery", asked Starscream, rubbing his hands together, "And tell you how I'm up and about again?"

"I'd sooner end my misery by sending you back to wherever you came from".

"Ah, but you can't. Unless you want to find Protoform X in scrap", at the sight of Megatron's arching his eyebrows, Starscream pressed his advantage, "Oh yes Megatron, I know all about Protoform X, and the Quintessons…and the Lost Planet".

Megatron flinched.

"Hah! That changed your tune, didn't it? Well now. Shall I start from the beginning?"

Megatron folded his arms across his chest, "If you must".

Starscream stepped forward and leaned on a decaying console, looking up slyly at his former leader, "Very well. It all started when…hmm…oh my, what happened again? Oh yes, that's it", he brazenly tapped one finger in a patronizing gesture on the front of Megatron's helmet, "You left me to die on the moon of that pathetic insect planet!"

"After you sabotaged my clones of Omega Supreme in an attempt to destroy me", growled Megatron.

Starscream grinned, "Then I guess we're even, aren't we? Anyway, after getting myself back into one piece I headed to Earth to…ahem…witness your destruction first-hand. I noticed those two simpleton cyber-ninjas drawing all the AllSpark fragments together…"

"And the process pulled the one lodged in your circuits out, offlining you", Megatron finished, "That much I could work out on my own, thank you. Get on with it, Starscream".

Starscream scowled, but carried on anyway, "So at last my spark energy entered the Well of AllSparks. Again. I won't bore you with the details, but it's an awful place. All the sparks of Cybertronian history existing together in harmony and eternal peace. It was a nightmare!

"Anyway, my spark was restless. Maybe it was due to the unusual nature of my termination, or perhaps it was my sheer determination to return and complete my unfinished business! Either way, my chance came when that dolt Optimus Prime opened the AllSpark on Cybertron to seek its wisdom.

"I broke free of that cosmic prison while its gates were open and returned to the land of the living!"

"How absurd", Megatron snarled, "You must have had help from an outside source. Bots don't just 'come back to life'".

"Oh, but I do", Starscream sneered, "You have to admit it, I have quite the knack for cheating death. All death does is make me a little meaner and a little crankier."

Megatron said nothing, but admitted to himself that it was true. He wondered if he was destined to forever slay Starscream over and over, only for the loathsome wretch to return for more every single time.

"So I was once more among you, but without a form, just a disembodied spark", Starscream continued, "So near, and yet so very far. I began the journey back to Earth, across the depths of space, to reclaim my old body. But along the way I made a little pit-stop at New Kaon to…catch up with you".

Megatron looked at him sidelong, "So, you were there".

"Of course. I was hot on your exhaust all the way to Earth. As soon as I found my body, it was protoform's play to merge my spark with it and reactivate myself".

"Then you have a spark again, and you are mortal. Easily destroyed", Megatron declared.

"True. But who knows? If you were to destroy me again, it would only be a matter of time before I found some way to return. It's my destiny to plague your existence, Megatron! Besides, I know too much for you to just destroy me".

"You know nothing, Starscream".

Starscream shook his head, "Wrong. I know everything. While I was in the Well of AllSparks all knowledge in the universe was available to me! And I would have had eternity to study it, but of course I mostly just focused on the matters concerning you. After all, I knew I would be returning sooner or later".

He leered, "I saw right into your processor, Megatron. I saw your deepest, darkest thoughts, your secrets, your plans, your hopes".

Megatron blanched.

"Yes, trust me, I saw it all", he paused, "Incidentally, I thought Megatron was your given name, not an assumed name. I had no idea your real name was –"

"Utter one more syllable and I'll forget all about the importance of the Sumdac child", warned Megatron.

Starscream chuckled, consumed with his own cleverness, "No no, you could never do that. The future of our race, not to mention the future of a Decepticon-controlled Cybertron, relies on her. Am I right, or am I wrong?"

There was no point in denying it, "You are correct. So what do you hope to achieve by taking her from me? You would doom the Decepticons to extinction just to spite me?"

Starscream shrugged, "Maybe. But that's not why I made sure I got to her first. The reason was simply to draw you here".

Megatron's optics narrowed. He powered up his fusion cannon and twitched his fingers, ready to seize his blades at the first hint of a trap.

"Oh, get over yourself", snorted Starscream, "I didn't bring you here to destroy you. What I have in mind will probably slag you off even more though".

"Go on", Megatron said.

"I wanted to talk because I have a proposition for you. I propose an alliance".


"Argh, nothing's working!" Ratchet snapped, punching the communications console in the Autobot base in frustration.

"No sign of Megatron?" asked Prime.

"We tracked him for a while, but he's moved out of range!"

"What is the range of that thing?" said Bumblebee.

"800,000 astro-miles", replied Ratchet, "But Megatron, or at least the 'Con I was tracking, made it out of range a cycle ago. I've been trying to boost the power but…"

"There's gotta be something we can do!" Bulkhead groaned, frustrated, "Maybe I can rig up the space bridge and we can transwarp after him!"

"Transwarp where exactly? We don't know where he's gone", Arcee pointed out, "There's a whole lot of solar system he could have hidden in. It'd take a lifecycle to track him down that way".

Bulkhead's shoulders slumped, "You're right. Just an idea".

"So what's the plan now?" wondered Jazz.

"There isn't one", Optimus said, shaking his head, "I suppose we could track down the Earthbound Decepticons and find out where he's gone from them. But we don't know where there base is".

"Actually…"

One by one, the Autobots turned to look at Bumblebee, who was grinning sheepishly.

"I kinda might know where it is".

There was a heavily pregnant pause.

"I don't suppose you'd care to tell us how you know where it is, and why you didn't tell us before?" Optimus asked sternly.

"We can sort that out later", Arcee said, jumping to the defence of a grateful Bumblebee, "But right now, we need to hurry".

"No-one's rushing off to fight more Decepticons in our current condition!" Ratchet warned, "We all need a tune up or we're no good to anybody".

"Ratchet's right", Optimus said, "And what's more, we're going to need backup. It's time to call in the Dinobots".


"An alliance?" Megatron blinked, "So, you've finally crossed over the edge into utter madness, Starscream. It was only a matter of time".

Starscream idly examined his fingertips, "Call it madness if you want to, Megatron. But a true Decepticon leader would never turn up his olfactory sensors at such an opportunity".

"And what opportunity is that?"

Reclining in an old command chair to emphasize just how at ease he was, Starscream said, "Why, to combine our efforts of course. I had a lot of time to think, trapped as I was in the Well of AllSparks with nothing but the pleasant soothing quality of my own voice to drown out the inane chatter of a million harmonious Cybertronians. And I had something of an epiphany.

"It's time to face facts, Megatron. We've come close to conquering Cybertron twice – once with the space bridge and again with the Omega Supreme clones. But both times one thing stood in the way. And I'm not talking about those gutsy little Autobots you've become so fascinated with lately".

Megatron clenched his fists, "You stood in my way, Starscream. If you hadn't attacked me when I fired up the space bridge, then I would be toasting my success in the Autobot High Council Chambers even as we speak".

"Exactly!" Starscream clicked his fingers, "And if you hadn't shot me I might not have activated those self-destruct mechanisms in the Omega Supreme clones".

Megatron looked at him sidelong, "Why do I find that difficult to believe?"

"Well, look at it this way", Starscream argued, "You'd never have guessed I would manage quite so much all on my lonesome, would you?"

"And what exactly have you accomplished? You destroyed me, but I returned. You gained immortality, and you lost it. You raised an army, and it deserted you for me".

"Oh, so what exactly have you accomplished?" snapped Starscream, "Here you are, having barely escaped from an eternity in the Stockades on Cybertron, no closer to having beaten the Autobots, without the AllSpark, hoping you can find the secret to saving our race in the anatomy of a pitiful human!"

"Well if you hadn't intervened with my space bridge…"

"Exactly! Exactly!" Starscream was almost hopping from foot to foot, "You and I are the only things that stand in each other's way! We're wasting resources fighting each other. Now imagine if we pooled our incredible talents and those resources and worked together".

Megatron smiled sceptically, "Just like old times?"

Starscream nodded and smirked, "Just like old times".

Shaking his head, Megatron said, "Where did it all go wrong, Starscream?"


KAON, DECEPTICON HEADQUARTERS, SOUTHERN CYBERTRON, 4 MILLION STELLAR CYCLES AGO.

The grim, dungeon-like corridors of the Decepticon Fortress were lined with saluting Decepticons as Megatron, the black-armoured, self-titled Lord of Cybertron, passed by. Behind him followed his three favourite lieutenants; Lugnut, Shockwave and Starscream.

"I bring good news from Packcisis, my Lord", Shockwave said, "The Autobot garrison stationed there had deserted their post and fled west".

"My fastest fighters are in pursuit", added Starscream, "They'd captured 17Autobots at their last check-in".

"Hah! Is that all?" Lugnut snorted, "My platoon has scattered the Autobot resistance at Corumkan and disabled over two hundred of our cursed enemies, all in your name, o most glorious Megatron! Your efforts are feeble, Starscream".

"You must improve the chain of command in your forces", Shockwave observed.

Starscream was sorely tempted to tell the other two lieutenants to go jump off the tallest building they could find in Iacon, but he held his speech synthesizer and kept his head down.

"There is a great deal you can do to improve, Starscream", Megatron said.

Starscream was crushed. He was doing his best to please his beloved Master, but nothing ever seemed to be good enough. Even when he gained a victory that totally outstripped everything Lugnut, Shockwave or any of the other commanders had achieved, Megatron still refused to congratulate him. He barely even acknowledged his existence.

Miserable as he was, Starscream barely noticed that they had walked into the Chamber of the Council of Generals. All of the most prominent Generals and commanders were assembled, along with the 'rising stars' of the Decepticon army: Colonel Blitzwing, Captain Strika, Captain Sky-Byte and others.

"I have summoned you all here today for purpose", Megatron informed the crowd, standing at the front of the room, "As you all know, four deca cycles ago there was an attempt on my lifecycle. The Autobots dispatched a team of Cyber-ninjas to assassinate me. They successfully infiltrated Kaon and, though I managed to elude their efforts and they were all subsequently destroyed, it has prompted me to make a decision".

"Do not let the Autobots concern you, Master!" Lugnut exclaimed, "We shall protect you!"

Megatron ignored him, "Like my predecessor before me, Lord Galvatron, I have decided to name a successor. In the astronomically unlikely event of my destruction, all of my Empire will pass to him".

The assembled commanders waited with baited breath, except for Starscream, who was still feeling sorry for himself.

Megatron raised his right hand, "With you all as my witnesses, I name Commander Starscream as my successor. Furthermore, in light of his excellent service for the past ten stellar cycles, I hereby promote him to serve as my second-in-command. You will all answer to him".

Bewildered, Starscream looked up, "What?"

"Now that that matter is settled", Megatron walked over to a display screen, "We must return to the business of strategy".

The commanders gathered around him, except for Starscream, who stood apart, his mouth hung open and his optics wide. A few of his rival commanders cast dirty looks at him.

Starscream paid them no heed. So, Megatron had noticed his efforts. He had just chosen not to admit it openly. Why? Perhaps to keep his lieutenant hanging on, to provide him with something to work towards.

But now it had finally happened. He had done it. Megatron had rewarded him for his efforts and acknowledged him to a degree Starscream had never dared to imagine. He should have been ecstatic.

But for some reason the only thing circulating in his processor were Megatron's words: 'all of my Empire will pass to him'.


"What does it matter when I first decided that the Decepticons would be better off with me calling the shots?" Starscream waved one hand dismissively, "The point is, I realize now that things will work out even better if we're both in charge".

Megatron scowled, "What exactly are you proposing?"

"Joint leadership of the Decepticons. Take it or leave it".

Crossing his arms in front of him, Megatron smiled dangerously, "And why would I accept such a ridiculous proposition?"

"You're hardly in a position to refuse, Mega-loser", snorted Starscream, "The Sumdac brat is at my mercy – that explosive device I planted in her circuits can be remotely activated if I feel like it. Meet my demands or…"

"Or what? You'll destroy her and lose your only trump card?"

"If it ruins your day, you'd better believe I'd do it", his optics narrowed, "Don't underestimate me, Megatron!"

Megatron was keenly aware that he had underestimated Starscream in the past. He had long known of his treacherous ambitions, but believed that his lieutenant was too spineless to act on them. But he had been proven wrong, and again and again Starscream had surprised him with his ingenuity. Megatron wasn't going to make the same mistake again.

"I won't deny that your talents would be a great asset", Megatron conceded, "Together, we might accomplish much. If we can bear to co-operate".

"I'm quite happy to, if it means leadership at last!" Starscream declared, "And what about you?"

"If it'll deliver Cybertron to the Decepticons, I am willing to make any sacrifice. Including…" he screwed his face up in distaste, "…Including working with you, Starscream".

"Splendid, splendid! Ahahahaha! That's the single wisest decision you've made", Starscream raised one fist and posed dramatically, "Leadership at last!"

"And soon, Cybertron will be ours", Megatron added, "But we've a great deal of work to do. Where is the Sumdac child?"

"Oh, not far from here. There's another facility just like this one forty astro-miles to the west", Starscream headed towards the corridor Megatron had entered from, walking past his former nemesis, "I'll take you to it".

Starscream had his back to Megatron, walking away from him. In a flash Megatron reached out, seized the slighter Decepticon by the back of the head and slammed him into the floor with brutal force.

"Aargh!" Starscream yelled as he was pressed down, the powerful grip of Megatron still on his head, "What do you think you're doing, you…"

"Do you take me for a fool, Starscream?" snarled Megatron, crouching down over the pinned Decepticon, "Did you honestly think I'd believe that nonsense about the explosive device? Did you?!"

"Um…is there any way for me to answer that without getting scrapped?"

"Performing surgery on a technorganic of unknown nature would be a complex and time consuming operation", Megatron said, "Never mind planting an explosive device in her circuits. I may have underestimated you in the past, Starscream, but I am not going to overestimate you now".

A chill ran through Starscream's circuits as he realized he had been exposed.

"You have no bargaining chip, and no AllSpark fragment to save you now", Megatron declared.

He lifted Starscream up. Taller as he was than the traitor, Starscream was left dangling from his left hand with his feet off the ground. The fusion cannon on Megatron's right arm whined as it powered up for a final shot.

"Wait, wait wait wait!" wailed Starscream, "Be reasonable! Have mercy, my Lord! I…I can be useful to you! I know too much to be simply tossed onto the scrapheap".

"Your knowledge of my affairs is the best case for destroying you once and for all".

"Oh come on!" Starscream, desperate and backed into a corner, lashed out with the only weapon that was of any use against Megatron – his tongue.

"Go ahead and trash me then, you pathetic excuse for a warrior! But when I'm gone, who's left to challenge you? That stumble-bot, Optimus Prime? We both know that won't last. Sooner or later he'll fall, and then…yaaargh!"

Megatron hurled him across the room in an overhead toss. He skidded across the floor, ploughing through an old computer tower, and crashed into the wall. When he looked up Megatron was looming over him again.

They glared at one another, intense optics locked in a deadly stare. Soon however Megatron gained the mastery; Starscream quailed and raised his arms to protect himself.

"I follow my logic protocols first and foremost, Starscream", said Megatron, "But I am a great leader, and as such must occasionally learn to follow my instinct sub routes as well. And for that reason, I am going to spare your worthless spark".

"Oh, thank you thank you!" Starscream crawled over to Megatron and kissed his right foot repeatedly, "You won't regret this! I'll…"

"But, as for joint leadership…" Megatron raised his foot and slammed it down on Starscream's back, grinding him down with his weight, "An absurd suggestion. You will serve as my second-in-command once more, but never forget your place, Starscream. And that place is firmly beneath my heel.

"You're only allowed to persevere simply because I have nothing to fear from you. You claim to have seen inside my processor, but it is I who knows your every thought and desire before even you do. You will be kept on a very, very short leash".

He stepped off his cringing lieutenant and hoisted him up. Without warning he tore off the panel of Starscream's chest plate and began rooting through his wires, restraining him with his free hand.

Starscream shrieked, "What do you think you're…aaargh! No! You wouldn't…!"

Megatron produced an explosive device from the helicopter cockpit on his back: it was a shatter bomb, one of Starscream's favourite weapons. He was a superior engineer and within moments he had planted it deep within Starscream's circuits and connected it to the necessary cables and wires.

"A rather fitting change of fortunes", Megatron observed as Starscream stared at his exposed wiring and the bomb within in horror, "This should limit your capacity for treachery. Now if you destroy me, you will perish as well. And we both know you don't have the spark for that.

"I wouldn't try to remove it either: I've rigged it to detonate should you try", explained Megatron as he adjusted his processor frequency to synch up with the remote control for the shatter bomb via a panel on the side of his helmet, "Your wings are clipped, Starscream".

Without a backward glance he marched out through the tunnel he had entered from, heading back outside.

"Take me to the Sumdac child", his voice echoed around the chamber.

Starscream shakily picked up his chest plate and replaced it, adjusting it to click it back into place. The whirr of Megatron transforming and the thud of helicopter rotors came from outside. When he was sure he was alone, Starscream's lips curled back in a wicked grin.

"Ah well. Second in command isn't so bad. Could always be worse".

He made his way down the tunnel and looked out over the dustbowl. Megatron was heading west. Starscream studied him for a moment.

"After all, you need to be standing behind someone in order to stab them in the back".

He transformed into his Harrier jet mode and hurried after his leader.