Stealthblade made himself as transparent as possible, dodging beneath the security monitors surround the base. It was a good thing the only mech that could detect him was his brother. The stealth soldier crept up to the sealed door, and hesitated.

Okay, the last time I did this, it set off an alarm. There's got to be a better way to get in. Stealthblade lowered his helm spikes in thought.

The entrance suddenly opened, making him spring back in surprise. Out strode Wildshot, accompanied by Sniperifle. She was giggling over something the red cameo mech had said, which didn't sit right with Stealthblade. He noticed the door resealing, and quickly dove in, making almost no noise.

Glancing around, he was relieved to see the entrance was completely empty, save a few spilled energon cubes.

Great, they've been raiding our stuff. Stealthblade grumbled.

He continued through the base, keeping us his transparency. He stayed low to the ground, peering around each corner before turning down it. He finally reached the hall that held the door to Headquarters, but he stopped short and whizzed back around the corner.

Silenthowl and Heavyhitter were standing out in front of it, looking like they were guarding it.

Of course someone has to be guarding it! It would be too easy if they weren't! Stealthblade growled inwardly. No one seemed to want to make his life any easier.

Distraction, come on Stealth, think of a distraction. He racked his processor trying to come up with something.

He glanced down at his arm that held his sniper rifle. He was a stealth soldier, was he not. He was designed for this type of thing, only that involved killing. Stealthblade peered back around the corner.

Just because they're Decepticons, doesn't make it right to kill them. Stealthblade thought grimly.

He morphed out his gun, and took aim carefully. He fired, hitting the far hallway attached on the opposite side, directly in the corner, making it impossible to tell where the shot had originated from. The two soldiers immediately reacted, running over to the scorch mark.

Stealthblade hastily ran down the hall, and ducked into Headquarters before the mechs turned and spotted his semi transparent figure. He swerved his head around now that he was inside. Suddenly his spark lurched in his chest, thrumming painfully. Stealthblade sucked in a gasp, steadying himself against the nearest wall.

Okay, not good. He thought desperately.

He detected Storm's presence enter his mind, but the brother said nothing, just quietly monitoring his condition.

Control panel, control panel... He hummed mutely, spying the metallic surface.

He dared to flash his heat sensors, trying to determine if anyone was coming. To his dismay he pinpointed an all too familiar signature; Ultracon. The Decepticon leader was heading straight for Headquarters!

Stealthblade glanced around hurriedly, trying to find someplace to hide. He glanced up, spying the rafters.

Thank goodness Headquarters has a tall ceiling. Stealthblade thought as he launched himself into the air with a good jump, and then swung his limber frame up into the metal beams of the rafters. He looked back down just in time to spy Ultracon walking in.

That, was close. Stealthblade flattened his helm spikes at the unsettling thought of getting caught.

He watched silently as the towering platinum mech below him began looking over the Autobot security system, smirking to himself.

"It appears the Autobot's own technology shall be used against them." He spoke to no one in particular.

He talks to himself? Okay, this is just too much! Stealthblade nearly laughed aloud, and it took everything he had to choke it down.

Ultracon examined the glowing monitors, seeming to be slightly impressed by the vast distance the security system covered.

"So this is why those annoying bots always popped up."

Oh please stop talking to yourself, I'm going to seriously lose it! Stealthblade covered his masked face out of habit, though it really would do nothing to keep him from laughing.

To the stealth soldier's great relief Ultracon turned and walked out, his face stern. Perhaps a complication had occurred? Stealthblade didn't care what it was, just as long as it got rid of the tyrant.

Carefully he hopped back down from the ceiling, hardly making any noise as his feet touched down. Glancing back at the door to ensure no one else was coming, Stealthblade crept over to the control panel. Lifting off the heavy metal protecting the circuitry within, Stealthblade placed it down beside him as quietly as he possibly could. Then he examined the internal structure.

Many wires were woven this way and that through the interior, crossing here and there. While most of the wires were red, blue and green, Stealthblade managed to spot a single yellow wire woven amongst the bunch, though it was thicker than all the others.

I hope this doesn't electrocute me. Stealthblade twitched a helm spike as he expended a clawed hand into the frame, and began to cut away at the thick wire.

Bits of energy crackled out as he broke the wire, singeing his hand slightly, but not enough to worry him. With a satisfying snap the wire fell free, completely disabled now. Stealthblade then replaced the protective panel, and made his way back towards the door. He flashed his heat sensors, and detected Silenthowl and Heavyhitter hadn't resumed their posts. Ultracon must have dismissed them, having investigated what he wanted.

The still transparent mech slipped out into the hall, turning immediately for the exit. Just as he was approaching the garage like door of the exit, someone called out.

"Shadow, is that you?" Stealthblade turned slowly to face Icetracker.

Oh crap! Stealthblade tucked down his helm spikes. Okay, gotta fake it.

Stealthblade straightened up, for once glad he was of equal height with Shadowshifter.

"Yeah, what?" He made sure he sounded frustrated.

"What are you doing all transparent like that? And why's your energy signature dropped?" The Decepticon weapons specialist demanded.

"I'm sick of being Ultracon's pawn, so I'm leaving." Stealthblade growled, as if daring the frosty blue mech to challenge him.

Icetracker cocked his head, narrowing his cold optics.

"I was beginning to wonder when you were going to leave. Contact me when you've established yourself." Icetracker turned and left him, just like that.

Wow. That went, surprisingly well. Stealthblade acknowledged lightly.

Turning he opened the door, and quickly sprang away, no longer concerned about getting spotted by security drones. Once he was a safe distance away, he transformed and launched himself up into the air, breaking the sound barrier to get back to the Autobots.

"It's been done." Stealthblade announced as he touched back down with the Autobots.

Montana, who was sitting on Stormstrike's shoulder, sagged in relief.

You wouldn't believe how worried she was. Stormstrike chuckled.

I bet I could. Stealthblade replied before turning his full attention back on the two leaders.

"The Decepticons suspect nothing. We could move in now." Stealthblade continued.

"Good work Stealthblade. Autobots..." Aero Prime trailed off, looking at Optimus Prime uncertainly.

The red and blue Autobot's optics curved up in a smile of amusement.

"Autobots, transform and roll out." He finished for the orange and silver mech.

This made Breakshift snort out a chuckle, but got him rewarded with a swat atop the head by Spincycle. He shot the mech a glare, before reluctantly transforming into his Ferrari 575 GTC alt. The twins exchanged glances as Spincycle became a Bugatti Veyron. They transformed as well, revving their engines in unison, as if challenging the two mechs. Breakshift laughed, making his own engine roar to life. A faint sigh could barely be heard from Spincycle.

"Hey children, we're sneaking into the base, not racing to it." Plasmagrade scolded, but smirked anyways.

"Plasmagrade, Stealthblade, fly on ahead and monitor the base. We'll need an early warning if any Decepticons are leaving." Aero Prime ordered.

"Yes Sir!" They saluted in unison and hastily took off into the air.

And why don't I ever get to do that? Stormstrike grumbled.

Think about it strategically Storm. You're designed to react to ambushes and sudden attacks. They'll need you if they get spotted. Stealthblade explained before he was out of their mental connection's range.

I guess you're right...but it's still annoying. Stormstrike muttered before completely leaving Stealthblade's processor.

Sure, annoying. Stealthblade chuckled inwardly.

The pair circled high above the base, scanning carefully for any signs of Decepticon activity. Stealthblade especially eyed the doorway that opened up onto the top of the plateau. A 'con could easily open the door and peer up and spot them.

"Hey, is that Wildshot with Sniperifle?" Plasmagrade suddenly pointed with his wing tip.

Stealthblade looked down at the spot the weapons specialist was indicating to. The two 'cons were sitting together under a large tree, Sniperifle leaning affectionately in Wildshot's frame, appearing to be fiddling with his hand.

"It sure is." Stealthblade affirmed.

"Huh, 'con love, I'll never understand it." Plasmagrade's form shuddered, getting a laugh out of his counterpart.

"Think they'll spot the others coming?" Stealthblade asked once he had settled back down.

Plasmagrade paused, and then did a little spin in the air before answering. "Doesn't look like it. Those two are pretty focused on each other." his voice was shallower, almost longing.

"Is that a hint of jealousy I detect?" Stealthblade teased.

"Wha...no! Absolutely not!" Plasmagrade sharply defended.

"Oh come on Plasmagrade, you're amongst friends, I won't say anything." The stealth soldier pleaded, his old interest in other people's lives slowly coming back and getting the best of him.

The weapons specialist let out a sigh of defeat, finally giving in.

"Oh okay, yeah, I am a little jealous." He sorely admitted.

"And why, may I ask?" Stealthblade pressed.

"Because even a slagging 'con can get a femme! But I...I mean..." He trailed off.

"Dawncatcher?" Stealthblade asked.

"Yeah, Dawn." Plasmagrade's voice softened surprisingly.

"You ever tell her how you feel?" He flew in closer to the other mech, as if it would make their conversation more private.

"Yes, well no, sorta..." He sputtered.

"Sorta? How do you sorta tell someone you're in to them?" Stealthblade demanded.

"Well, I've never actually told her, told her...you know, I'll give her a random hug, or throw her a smile, but she always avoids me afterwards." He let out a weary sigh.

"Hmm, it seems like she either doesn't know what to think, or she's afraid." Stealthblade muttered.

"Afraid, afraid of what?"

"Oh come on Plasmagrade, are you really that dense?" Stealthblade swooped so he was flying in front of the mech. "Ever think she's worried about getting attached, and then losing them to this war?"

"Oh."

"Yeah, oh." Stealthblade growled.

Gah, men! He would have rolled his optics if he had any.

"Stealthblade, Plasmagrade, what is the situation?" Optimus Prime beeped in on their comms.

Oh, crap that's right, we're on duty. Stealthblade mentally slapped himself.

"All clear Optimus, you guys shouldn't have any trouble entering the base." Plasmagrade assured, a bit more composed than Stealthblade was at the moment.

"You are to begin attacking once we are in the base, understood?" The leader instructed.

"Understood." Stealthblade confirmed.

He then looked back at Plasmagrade. "Okay, after this is over, I'm marching your sorry aft over to Dawncatcher, and you are telling her how you feel!"

"You can't be serious...can you?" Plasmagrade's voice wavered.

"Dead serious." Stealthblade assured.

"Oh frag."

The Autobots then came into the stealth soldier's field of vision, making him watch Wildshot and Sniperifle extra carefully. So far they were still too transfixed on each other to notice the approaching 'bots.

Stealthblade held his breath as Optimus Prime transformed in front of the garage like door to the base, and lifted it up, allowing the rest of the Autobots to file in. He glanced up at the sky, spotting the pair before disappearing within as well. Stealthblade was relieved to see Montana, Dawncatcher, and the medics were not among them.

Yeah, at least they'll make it if anything happens to us. Stormstrike's thoughts entered his head.

You feeling okay Storm? That sounded like your doomed or something. Stealthblade questioned.

Heh, no, must be the stress finally getting to me.

And since when did stress affect you? Stealthblade flipped in the air, scanning over his systems, ensuring he was ready for battle.

Since I started caring about people besides myself. Stormstrike retorted.

That was always.

Exactly. Stormstrike mentally nodded.

Just warn me when we should swoop in. Stealthblade sighed, changing the topic.

Alrighty. The elite replied.

"Okay Plasmagrade, Storm's gonna alert us when they need us." Stealthblade glanced in the direction of his flying friend.

He didn't reply, still probably trying to figure out a way to squirm out of confronting Dawncatcher. He didn't appear to be coming up with much.

They made another circle over their overrun base, their scanners picking up high amounts of energy spiking up from within.

"Looks like they're at it now." Plasmagrade stated.

Need us yet Storm? Stealthblade twirled in the air ready to transform and barge in, guns a'blazing.

No, actually we're doing pretty good. Stormstrike sounded highly amused.

Okay, but we're ready. Stealthblade ensured.

Suddenly there was a terrific boom, and it rippled high into the air, rocking both mechs. Wildshot and Sniperifle sprang to their feet, running into the now chaotic base.

"What the frag was that!?!" Plasmagrade exclaimed.

Stealthblade transformed into his bipedal form, his heat sensors glowing brightly, but unable to discern anything within the heated base.

Storm, what's going on in there? Stealthblade demanded.

Okay, you two can come help us now. Stormstrike's thoughts seemed shaken and scattered, but other than that he still appeared to be okay.

"Come on Plasmagrade, that was our queue." Stealthblade looked at his counterpart, who had also transformed.

Plasmagrade morphed out two laser guns from his wrist, twirling them expertly. A slanted grin lit up his face plate, telling the stealth soldier he was ready.

They arced down, slamming right through the plateau's upper door. Plasmagrade took the lead, heading straight for the sounds of battle.

"Plasmagrade, I'm gonna swing around; give them a bit of a surprise." Stealthblade announced before peeling away.

"Sounds good, watch yourself!" He glanced back with a grin.

"Same goes for you, I don't want you dead before you can talk with Dawncatcher."

Plasmagrade's grin temporarily dropped, but it quickly returned, too excited about the battle raging only a few turns away. Stealthblade just shook his head, and sprang down the next hallway.

Morphing out his sniper rifle, he stalked silently to the end of the hallway, peering around the corner carefully. He spotted the twins duking it out with Ensnare and Mesh, each possessing similar smiles. They were truly enjoying fighting the two seekers. But that also meant no Corevoid.

Seeing that the lambos could handle themselves, Stealthblade darted down the hall, springing overtop of the battling mechs.

"Hey, that was sweet!" Sideswipe complimented as he landed perfectly.

Stealthblade acknowledged him with a wave before continuing to run down the hall. He sprang past the sleeping quarters, heading straight for Headquarters, where a lot of noise was originating from. He stopped short, seeing Downpower and Clawfist fighting just outside Headquarter's doors. They were mostly throwing punches, choosing not to utilize their weapons. Clawfist extended his two spear like claws, swinging hard at the 'con, but missed by a matter of inches.

"Clawfist, duck!" Stealthblade shouted, making the second in command listen without hesitation.

Stealthblade fired his sniper rifle, striking Ultracon's second in command just below the chest. He barreled over, falling offline. Clawfist straightened back up, looking at Stealthblade's work, trying to hide his impressed expression.

"Um, thanks." He looked down at the ground unsurely.

"Anytime. Who's in Headquarters?" Stealthblade sharply turned his head in the direction of the doors.

"Aero and Optimus are taking on Ultracon, Wildshot, and Sniperifle." Clawfist tensed as if just remembering himself.

"Think they need help?" Stealthblade raised one helm spike curiously.

Clawfist narrowed his orange optics, nodding. Together they bashed open the doors, assessing the situation within.

Aero Prime was fist to fist with Ultracon, the two seeming to be having a battle of strength. Optimus Prime was occupied with Wildshot and Sniperifle. The two were working very well together against the experienced leader.

"Think you can cover Optimus?" Stealthblade glanced at the yellow mech.

"Already on it." Clawfist growled, springing at Wildshot before he cause the red and blue leader some real damage.

Stealthblade then sized up the fight between Aero Prime and Ultracon. They were surprisingly evenly matched.

The stealth soldier jumped around the fighting pair, aiming his rifle carefully at the Decepticon tyrant, trying to find an opening.

"Stealthblade, what a pleasant surprise." Ultracon smirked, and then with a sudden surge of raw power flung Aero Prime at the stealth soldier, bashing them both into the far wall, though Stealthblade took the brunt of the force, and left a pretty good impression.

"You all right Stealthblade?" Aero Prime asked as he crawled to his feet.

"Never better, why'd you ask?" Stealthblade laughed, feeling a bit loopy from the blow to his head. He shook it as he pulled himself free of his own impression. "Okay, that was not fun." He growled as he got a better grip on himself.

Ultracon chuckled, sizing up the two. "I'm glad you came Stealthblade, that way I can kill two birds with one stone, as the humans say."

He pulled out a blaster, aiming it straight at Stealthblade's spark chamber. The stealth soldier flared out all the spikes on his frame, snarling menacingly at the platinum leader.

Ultracon fired, and Stealthblade reacted so fast he hardly realized what he was doing. He sprang to the side, the shot missing his chamber and instead hitting his side. He didn't even register the pain as he ran at Ultracon, claws flexed and ready. The tyrant lunged at him, but Stealthblade swerved beneath it, and racked his claws up into Ultracon's chest, falling just a few inches short of his massive spark chamber.

Ultracon let out a howl, kicking the stealth soldier away and sending him flying up into the ceiling. His spikes caught in the metal, making him dangle helplessly for a few seconds as he struggled to pull himself free.

"What a humiliating way to die, wouldn't you agree?" Ultracon smugly grinned, raising his blaster up to finish off the black mech.

Suddenly Aero Prime was there, knocking away the tyrant's weapon, and pummeling him against the opposite wall. Stealthblade squirmed, trying to pull himself free of the ceiling. A savage growl of frustration rippled out of his vocalizer.

Ultracon punched Aero Prime back, and then proceeded the pummel the disorientated mech to the ground.

"Aero!" Clawfist cried out, seeing his leader in distress.

"Hey, you're fights with me Autobot!'" Wildshot cackled, smacking the 'bot and winning back his attention.

Optimus Prime snatched Sniperifle, and immediately threw her into the giant platinum tyrant, knocking him away from the injured Aero Prime. Ultracon let out a snarl of frustration, knocking the young femme off of him mercilessly.

"Using my own against me Prime? That's a bit brutal for you isn't it?" He cracked a wicked grin.

"Ultracon, your existence threatens the rest of Transformer kind. It is my duty to end this before it escalates." Optimus Prime stated, pointing his own gun straight at the vile leader's spark chamber, which was precariously exposed from Stealthblade's attack.

"Ah, but can you kill me Prime?"

Stealthblade saw Optimus Prime hesitate, his optics glancing at the gun in his hand momentarily. Ultracon seized the moment, launching back up to his feet and tackling the red and blue leader.

"Optimus!" Stealthblade cried out as Ultracon cracked his head against the tiled floor.

The leader's optics flickered weakly for a moment as he struggled to reorient himself. Before he could Ultracon slammed his head against the ground again. Optimus Prime managed to kick Ultracon back, but struggled to right himself. The tyrant seized his fallen blaster, and aimed it at the damaged leader triumphantly.

Aero Prime struggled to get up as well, attempting to assist his leader, but was unable to stand. Clawfist was pinned in a death grip by Wildshot, completely helpless to stop Ultracon.

Stealthblade aimed his sniper rifle at the mech, but before got the chance to fire Ultracon suddenly whizzed around and shot his arm, making the weapon break off and fall uselessly to the floor.

Stealthblade snarled ferociously, and ignited his thrusters, ripping him free of the ceiling's grasp. He flew right into Ultracon, sending them both flying through the doors to Headquarters.

Ultracon glared up at the stealth soldier on top of him, and swung his fist, colliding with Stealthblade's visor. It cracked terribly under the force, sending a few pieces flying.

Stealthblade reeled back, shaking his battered head. Ultracon grabbed it before he could react, and bashed it against the wall, making his world flash white momentarily. The tyrant dropped him, sending him clattering to the floor. With a well placed kick to his already injured side he sent him tumbling down the hall, only to smash into the far end.

Whoa, I didn't know Transformers could see stars. Stealthblade weakly thought as he attempted to gather himself.

He looked up to see Ultracon walking over, the look of triumph plainly plastered to his face plate. Stealthblade let out a dark hiss, though it only made the Decepticon laugh.

"Stealthblade, you've lost. If you beg for mercy now, I just may make you death swift." Ultracon lifted the mech off the ground by his neck, clenching tightly on it, making it difficult for the energon to feed into his processor.

Stealthblade tried to morph out his sword, but realized the limb had suffered damage, and wasn't responding. Stealthblade flared up his helm spikes, trying to look as defiant as possible.

"In your dreams, Ultrascum." Stealthblade spat.

He frowned, and tightened his grip on Stealthblade's throat.

"I shall take pleasure in snuffing out your spark then." Ultracon sneered, and then clawed back Stealthblade's chest plate.

His body flashed alerts, desperately trying to get him to fight back, and save his spark. Stealthblade groaned against Ultracon's pull, trying to keep his chest plate clamped over his chamber.

"Give up Stealthblade, you're finished." Ultracon's face plate contorted into a smug look of triumph again.

Don't worry bro, I'm coming! Stormstrike suddenly shouted out in his processor.

Better...hurry. Stealthblade thought as he clawed desperately at the large arm pinning him against the wall.

He struggled and twisted, hopping to wiggle into a position where he could retaliate, but Ultracon held him firm. A snap rang out, and Stealthblade's chest plate lifted open freely, having broken under Ultracon's sheer strength.

NO! Stormstrike cried out mentally.

Ultracon grabbed the spark chamber within, despite the lashing electricity surrounding it from still being unstable. And then his spark thrummed.

It was far worse than any of his earlier spark attacks, completely freezing him in place, unable to shout out, or curl inwards. He just locked up, but Ultracon let out a terrible howl of pain, pulling away from the stealth soldier, and freeing him of his choke hold.

Stealthblade clattered to the floor, weakly sucking in air through his intakes. The thrumming stopped, but was replaced by a harsh throbbing, making the black mech let out a whimper as he manually closed his chest plate. He tucked his arms tenderly around the spot, unable to move.

Ultracon staggered forward, Stealthblade's purple energy still crackling through his armor. He growled, looking beyond pissed. The tyrant moved to finish off the stealth soldier, when out of nowhere a single blue laser shot through his arm, making it fall uselessly at his side. Ultracon turned to face the new enemy, his red optics only narrowing even further upon seeing Stormstrike.

"Stealthblade!?!" Stormstrike optics glanced down at his brothers beaten body, but dared not lower his weapon from Ultracon.

Just recuperating bro. Nice timing by the way. Stealthblade joked weakly.

Suddenly Ultracon lunged at Stealthblade, making Stormstrike shoot at his exposed spark. Ultracon blocked the shots, and didn't stop his spring at Stealthblade.

He grabbed the mech and held him roughly in front of him as a shield, making Stormstrike cease his fire.

"Shoot again and your brother dies." Ultracon threatened.

Stealthblade!

Don't worry kiddo, I still got one trick up my sleeve. Stealthblade flattened his helm spikes as he mentally prepared himself for what he was about to do next.

"What, no Skylar wait!" Stormstrike cried out as he read Stealthblade's thoughts.

The dark mech suddenly surged his spark through his entire being, completely separating it from his spark chamber. The wild energy shot into Ultracon's exposed spark, completely frying it.

Ultracon let out a terrible cry, that suddenly cut off. His grip on Stealthblade slackened, allowing him to wearily pull free and stumbled forward. Stealthblade's spark returned to the safety of his chamber, but pulsed at him in pain. The black elite looked back at Ultracon, who seemed frozen in place, his face plate a strange twist of anger and pain. Then his optics went out, and his armor turned grey, and the once mighty tyrant fell to the ground, deactivated.

Stealthblade then swooned, but Stormstrike caught him before he could clatter to the ground.

"Stealth?" Stormstrike looked over his brother's bashed body, worry wracking his mind, and flooding out of his optics.

"I'm okay." Stealthblade allowed his nearly shattered visor to glow lightly.

"Sure, and I'm Oprah Winfrey." Stormstrike rolled his optics.

"Really?" Stealthblade kidded.

"Come on bro, let's get you to Ratchet." The elite sighed, swinging Stealthblade's arm over his shoulder.

"One thing first." Stealthblade activated his comm, switching to a free channel that the 'cons were sure to pick up as well. "Autobots, this is Stealthblade. Ultracon's been defeated, I repeat, Ultracon's been defeated."

Cheers filled the surrounding halls, completely consuming the base. Stealthblade let out an amused chuckle.

"Okay, now we can go see Ratchet."