Optimus looks at Soundwave as he lays unconscious on their medical berth, he had shut down his own hard drives to keep the Autobots from getting information. Optimus is upset that they couldn't get anything out of him, not even the condition and whereabouts of Arcee. Optimus can feel his spark sink in its chamber when he thinks of her and how they have done nothing to try and get her back. They've been trying to find out where the Nemesis is located so they can attempt a rescue but they have been unsuccessful and Optimus feels bad that they haven't been trying hard enough.

"Is something troubling you, sir?" Ultra Magnus asks as he walks up to stand beside him.

"Was just thinking about Arcee. I wish Soundwave would have at least shed some light on her well being, if she's still active and doing well or…" Optimus trails off, he doesn't want to think about the other outcome that could have happened.

Ratchet walks over to them, "We're all worried about her but she's a strong soldier. I'm sure she's still alive and we will find her and bring her back."

"I really hope so."

A moment later they get a call from Agent Fowler and Optimus goes over to the monitors to answer the call with all the Autobots standing behind him.

"I'm on my way to the base but I just got word… The 'Cons busted into the Solaris Particle Collider project at the South Pole."

Optimus starts turning around, "Autobots…"

Magnus steps forward and tries to clench his claw servo but Ratchet speaks up in protest until Wheeljack steps forward, "Doc, the commander is ready." After a second Ratchet relented and allowed Magnus to go.

"Bulkhead, Smokescreen, remain here to guard our prisoner." Optimus says before he starts heading for the groundbridge, "Everyone else, transform and roll out."

Ratchet opens the groundbridge as Optimus, Magnus, Wheeljack and Bumblebee transform and they drive through the groundbridge. The four make it through into the freezing temperatures of the South Pole and they transform to start their trek to the destroyed building in front of them. When they get close Optimus pauses to examine their surroundings and he gets a call from Ratchet.

:: Optimus, I know that this hardly seems the time but it may aid you in your task. ::

Optimus put up his servo to halt the three behind him before he removes his face mask, :: Go ahead. ::

:: I believe that Megatron may be attempting to rebuild the omega lock. Do we let him? ::

:: No. For you know as well as I that Megatron will use a reconstructed lock to recyberform both Cybertron and Earth. And that is one abuse of power that we cannot allow. ::

Ratchet releases a sigh as he gives in, :: Understood. ::

Optimus and the others continue with their trek towards the building until they hear a screech coming from behind them. They look back to see Predaking flying towards them before he stops to build up a fireball. He shoots the fireball at them but they all duck out of the way. But Optimus appears to be unphased by it as he transforms his servo into his gun and starts shooting.

Predaking flies towards him dodging all of his shots, he flies over them before going up to circle around. The other Autobots rise back up and prepare to shoot but Optimus stops them, "The Decepticons must not be allowed to secure their target." Predaking flies up into the sky as he circles around to come at them again, "I will engage the Predacon." Optimus says as he walks past the three to stand in the Predacon's line of sight.

Wheeljack and Bumblebee look at each other before looking back at Optimus with concerned looks, "You heard your leader, forge ahead!" Magnus says before he starts running towards the building. Wheeljack and Bumblebee turn to follow him leaving Optimus alone.

Optimus watches the Predacon as he comes flying towards him for another attack. Optimus puts back on his face mask as he reaches back to grab the big gun off his back. He pulls the gun forward and aims it at the Predacon, when the Predacon gets closer he starts firing at it. The Predacon does loops and swerves to dodge the bullets coming at him but when he gets close enough he stops moving and brings up another fireball. He shoots the fireball at Optimus but the Prime fires up the jets on his back and he flies out of the way, when he's up in the air he turns to start shooting again and the Predacon crashes to the ground and rolls before straightening himself up again.

Predaking looks up at Optimus with anger building up inside him and a burning desire to destroy him. He takes flight again and heads for the Prime but Optimus keeps up with his shooting as he flies backward. Predaking builds up another fireball and fires it at him but Optimus does a backflip making the fireball miss him.

Optimus flies towards the Predacon and tackles him, pushing him back before pulling back and firing at him again sending him crashing into the ice below. Optimus continues firing and sees a cloud rising from the ice. He stops firing and Predaking stands up and gives a roar before flying off towards him again.

Optimus fired more shots at him but Predaking wasn't phased as he continued flying towards him. He crashes into Optimus and takes him down when he slams Optimus on the top of one of the buildings before bringing him back up into the sky. He then raises his talons and strikes him, he tries to bite Optimus but Optimus grabs his top mandibles which prevent him from being able to bite him. Predaking builds up another fireball to roast him but Optimus sees it and he twists them around so the fire goes past him and he throws Predaking to the side as he flies backward and starts shooting again. Predaking moves his helm to the side and screeches as he takes the barrage of bullets.

Optimus soon stops shooting and Predaking whips his tail over to strike him and he knocks Optimus out of the sky making him crash into the snow-covered ground below. Predaking looks down at Optimus laying on the ground unmoving and he flies down to finish the job but before he reaches the ground he sees Optimus begin to stir and he starts getting up. Predaking flies down and transforms into bot mode before landing, he then walks towards Optimus who is still getting up and trying to compose himself.

"It took a cataclysm to extinguish Cybertron's Predacon inhabitants. You never stood a chance against me Prime. In fact…" Predaking transforms his servo into his blaster, "…the time has come for your extinction." He says as he points his blaster at Optimus and fires it up.

Predaking! Predaking stop! Predaking heard Arcee through their bond and he halts his actions, Predaking, please don't kill Optimus. I care about him, he's like a sire to me. You've been saying that you would never hurt me, you have no idea how much you will hurt me if you kill Optimus. Predaking thinks it over and he thinks about the past discussion they recently had. Arcee cares about these bots and she really misses them, being her sparkmate he's supposed to look after her and keep her happy. This will be a big blow to his warrior pride but he must keep his mate happy.

Optimus looks up at Predaking as he wonders why he suddenly stopped. He sees the charge in his blaster go back down as if he's having second thoughts, but why? He's confused when he sees Predaking transform his weapon back into his servo and step back.

"Even though it will damage my pride I will not destroy you Prime, for the sake of my mate. She cares about you greatly and I do not want to make her unhappy by destroying you." He says before he walks off.

Optimus thinks over his words for a second as he ponders what he means. His mate? Who is his mate that cares for him…? Arcee! Optimus stands up and calls out to him, "Wait! Are you talking about Arcee?"

Predaking stops and turns to look at him, "Yes. Arcee is my sparkmate."

Optimus' optics widen but before he could ask any more questions Predaking runs off and transforms, he flies off to go help Shockwave leaving behind a dumbfounded Optimus.

When Predaking busts into the building where Shockwave is he sees his creator and the Vehicons fighting against the other Autobots. Wheeljack and Bumblebee took out the Vehicons while Magnus faced off against Shockwave. Predaking screeches and they all look up at him before he jumps down between Shockwave and Magnus. He knocks Magnus back and Wheeljack and Bumblebee start shooting at him but he knocks them back as well. He looks at Shockwave and lets out a screech before grabbing him then grabbing the device they were there to get, he then flew off.

Optimus looks up to see Predaking flying into a groundbridge with Shockwave and the device. He collects himself as he gets over the shock of the news he was just told. He can't believe Arcee is sparkmates with the Predacon. He knows she wouldn't have agreed to it so they must have forced it on her. He goes to pick up his gun and he puts it on his back as the others come out of the building, he turns to look at them as they get closer to him.

He places a servo on Bumblebee's shoulder as he gets on his comm to call for a groundbridge, :: Ratchet, we need a groundbridge. :: He's greeted with silence which worries him, :: Ratchet? ::

:: Optimus? :: Bulkhead is heard over the comm.

:: Bulkhead, where is Ratchet? ::

After a momentary pause Bulkhead responds, :: He's… He's gone. ::

Optimus is filled with concern. What does the Decepticons want with Ratchet? :: Bulkhead, send… :: Optimus trails off when he hears a groundbridge open up a distance away. They all look over at the groundbridge that just opened up and they see the Predacon flying through.

"Why is the Predacon returning?" Magnus asked as he transforms his servo into his gun. Wheeljack and Bumblebee copy his movement as they prepare for another attack.