Puella Magi Madoka Prime

by LuisJM

After loosing a close friend of hers, Homura takes part of the student transfer program and moved to a small town in the middle of nowhere to get her mind off it. However, it took an unexpected turn as she gets dragged into eons of war between two warring factions of alien robots. (Homura/Miko Friendship)

27. Rescuing Kyubey

Well, it's official. I've been officially vaccinated. So I've been waiting for a while until I am sure that these vaccinations are safe and effective. After months of waiting, I decided to go to one of the vaccine stations and get my shot. Now I choose Pfyzner since not only is the most effective against any and all variants, but the vaccine station was close to my house. I took the first shot in early May and the second shot in late May. And yes, the second shot could be a bit of a dozy. I mean the day after the second shot, I have a fever of a hundred, I was tired, had pain on my sides, my nose was stuffy and it was hard to breathe when I'm sleeping, and felt a little weak. But the following day, all of that went away and I felt fine. So now I am fully vaccinated and won't have to worry about Covid and can do some of the stuff I missed doing for over a year.

Now I know they said that we have to remove our masks two weeks after we get vaccinated. But, I prefer to keep my mask on for a bit longer for many reasons. For one, even if I admit I am vaccinated, I don't know if anyone else is vaccinated and this no mask after two week vaccination policy will give people a good enough excuse to lie that they've been vaccinated and remove masks just so they won't get the shots to begin with. Secondly, while me and my sisters were vaccinated, my mom and dad don't have the time. The reason is because that they are a bit busy with my dad being the Director of the funeral home and my mom having so many problems in her life and health. So even if I'm no longer at risk in dieing to the virus, my parents are as they are in the elderly stage and if I bring the virus to them, it would be chaotic. Thankfully, my mom will wrap up on some tests she needs to take and when she's done, maybe she'll get the vaccine in the near future. But dad… I don't know if he's close to ready for a vaccine shot giving his work schedule. But hey, we shall see in the near future. For now, I'm glad that I'm fully vaccinated and hope to get back to normal.

Now on to more non-Covid things, I was planning on a whole chapter dedicated to rescuing Kyubey from the Decepticons. However, after so much typing, I came to realize that it was going to take too long then anticipated. So I have no choice but to split the rescue mission into two chapters. I know it is pretty much cheap, but if I keep going writing this, people would begin to loose interest. I don't want a situation that is similar to my Teen Matrix 2 story I did a long time ago. Plus I have others works I'm doing and I can't simply focus on one piece for so long with other readers wanting to know about my other works. So yeah, this is going to be the first part of the chapter while the second will be on the next chapter. And trust me, what I have in store for the second part, is going to be epic.

And since that I have to break this up to two chapters, the voting has been extended. Already, this story has three reviews and over six hundred hits the last chapter. Quite a feat if I do say so myself. However, on the polling on which Magical Girl team should be with the Cons, so far any Magical Girl from the Manga series is still in the lead while Magical Girl Site and Doki Doki are tied at second. Pretty much neck to neck by the looks of it. But hey, you all still have time in making your vote. The next chapter will be the final results before I can start, so you all will have time in making your decision on the Decepticon Magical Girl team.

*static*

"And if you're lucky, Doki Doki will be the win this poll."

*static*

Shit! Again! I sear, there's a virus in this site, and not the Covid kind. Anyways, you got one more chapter until the decision is official. Better start voting now while you have the chance. Because after this chapter, it's all over.

On this chapter of Paella Magi Madoka Prime, Jack and the veteran Magical Girls journey to Cybertron with the help of their Autobot allies to find and rescue Kyubey from the Decepticons. But as they reach him, they have the face not only the Cons, but also tough and dangerous creatures long to be extinct. Will they be able to rescue their Incubator before he spills on the secrets of the Magical Girls? You must read to see what they have to do.

Chapter Notes

Now this chapter will take mostly on Cybertron and will have a few twists along the way. There will also be a special appearance from someone, or something. I'm sure you all know what I am referring to. And trust me, it will be an intense fight with not only the Autobots, but also the Magical Girls as well. It's going to be one Hell of a chapter.

Disclaimer: I don't own Transformers Prime or Madoka Magica

---

Chapter Twenty-Seven: Rescuing Kyubey

Homura: "Cybertron? What's that?"

In the Autobot outpost, Homura, Mami, and Kyoko were in the barracks with Jack and June, who they recently found out is a Magical Girl like them. After Jack and June bury the hatchet and became a family again, they now have to focus on finding Kyubey and rescuing him from the Decepticons. Thankfully, Quvey, who is June's incubator, tracked Kyubey's signature and told them that he was another world, one that's made completely out of metal and was torn apart through war. That's when Jack knew what he was referring to and told the girls about that place.

Jack Darby: "Cybertron is the home world of both the Autobots and Decepticons. Once a vibrant and futuristic planet, now just torn apart though war between two factions. That place was well abandoned since the two factions fled during the Great Exodus. Course; there are a few occasions where certain few remain behind for reasons that are beyond me. And if what Quvey here said is true, I got a terrible feeling that the Cons brought him there to keep us away from him."

The three girls looked to each other and didn't think that he would know so much of this planet. That's when Kyoko crossed her arms and asked how he knows so much about it.

Kyoko: "And you know about this place, because…"

Jack looked to the red hair Magical Girl and told her about why he knows so much.

Jack Darby: "Because I was there once. I was on a mission with Arcee to find the Vector Sigma terminal and download Optimus Prime's memories into the Vector Sigma key. I've seen what happened to that world when I first arrived and understand the cost of their war."

Mami rubbed her chin and thought about it.

Mami: "I see… So you've been there before and know the layout of the planet, correct? If it were the case, where would the Decepticons take our Kyubey?"

Jack thought about it and knew where he might be.

Jack Darby: "Well, these are Decepticons we're talking about. So if they take your friend someplace, he might be in their capital city, Kaon. Where in Kaon, I have no clue."

It was then the veteran Magical Girl came up with a conclusion.

Mami: "Then it settles. We're going to head to Cybertron and rescue Kyubey."

Kyoko heard that and was surprised by that reaction.

Kyoko: "S-Seriously?! You want to head down to a war torn planet to find that traitorous fuzz ball? After everything he done to us? After finding out that we are nothing but zombies while our souls are stuck in these gems? You got to be out of your mind!"

Mami turned to her former student and explained to her of the potential risk.

Mami: "I get it. You don't trust Kyubey. Yes, what he did was unforgiving. But what would happen if the Decepticons gain whatever Intel from him? I'm certain that whatever they have planned for us will be far worse than what he did."

June soon stood up and decided to share them her experience with a certain Con.

June Darby: "And giving my experience with Decepticons, they will do whatever they want to achieve victory, including killing innocent people to do so."

Homura then decided to give Kyoko a stern talking, letting her know that they will do what is the right thing.

Homura: "Like it or not, Kyubey is the main reason we exist, to protect humanity from the threats of Wraiths, Nightmares, and now, Decepticons. We might not like him, but we cannot let him fall into the hands of these metal beings. We must do everything in our power to save him. So what do you say? Will you help us or stay behind?"

Kyoko looked to the three and could tell the odds are against her. Sure, she doesn't like the Incubator one bit. But if the Cons have their way, they will do things that will be crueler. Groaning, she gives up the fight and joins them, with one exception.

Kyoko: "All right, fine! I'll join ya, but one condition. Once we rescue that piece of shit, allow me to tear him apart."

Homura could tell that she won't let that go and told her to not get too carried away.

Homura: "I won't make that promise."

Once everyone is on the same boat, Mami thought about how to get to Cybertron.

Mami: "Even if it were the case, how are we going to reach the planet? I don't think these Autobots have a ship that can take us there. Perhaps Quvey here can teleport us there, like what Kyubey did when we boarded that spaceship."

Quvey overheard that and told them that it was highly unlikely.

Quvey: "Perhaps… However an Incubator's teleportation ability has its limits and your Kyubey is too far from reach. Even if I try to teleport, we all might wound up in the vast reaches of space."

Kyoko overheard him and didn't like his answers.

Kyoko: "Great! You're telling us that teleporting could lead to death? So how else are we going to get to your traitorous friend? Huh?"

Jack gave it some thought and remembered about how the team reached Cyberton the first time.

Jack Darby: "Oh, I think I know a way in getting there. But first, I think we need to suit up."

The three looked to him strangely and wondered what he meant by that.

Kyoko: "Suit up?"

Mami: "What do you mean by suit up?"

Jack smirked and decided to show them something.

---

A few minutes later, a door opened into a storage room and he turned on the lights. That's when they could see what appears to be some type of space suit with an oxygen tank in the back, straps on the front, and a helmet with tubes to breath in air. The three looked to all these suits and was curious about what they were looking at. That's when Jack explained to them his last time he was there.

Jack Darby: "When I was on Cybertron last time, Ratchet warned me that the atmosphere on the planet was really toxic, fearing that a human being won't last on the surface for nothing more then a few short seconds. Thankfully, Fowler fitted me with one of these space suits to help protect me from any hazardous environments. Worked well for me and I was able to complete the mission without any side effects from the toxic particles. Of course, I had to be quarantine for a full week in case I got infected with something. Oh boy, I can imagine the excuse my mom had to make when I was absent at school."

The three looked to all the suits and was surprised about how many there are.

Homura: "Well now, you certainly came prepared for another excursion. Though I think there are a lot more then expected."

Jack rubbed the back of his head and was a little sheepish.

Jack Darby: "Yeah… Well… Fowler taken the liberty in getting more suits incase of an emergency. I do believe that they are the same size as you guys. Maybe they can be a perfect fit for you three."

Kyoko looked to one of them and was a little hesitant about it.

Kyoko: "You kidding me. You want us to walk around an alien planet, finding our sick and twisted pet, in that? Heh… Sorry, but that's not my style. Besides, we have to change into our uniforms. We don't need these ridiculous suits. Plus we can heal our bodies if they get hurt or infected. So yeah, it's a waste of metal and crap."

Jack went behind her and told her that they have no choice.

Jack Darby: "Yeah, that's true what you said. But do your uniforms protect you from alien elements for so long? And even if you heal yourselves, you're pretty much wasting your magic by the second. I mean, by the time you start healing, it will only last you a few minutes before it gets drained and filled with a lot of grief. I'm sure you'll be in the arms of your God in no time. Whether you like it or not, you don't have much of a choice in the matter."

Kyoko looked to the suit and was a little squeamish about it. But Homura looked to the suits and decided to follow his advice.

Homura: "Well… We are heading to a hostile alien planet. So we need to be prepare for what's to come."

Mami nodded and agreed with her.

Mami: "Indeed. Like when we face Wraiths or enter the Nightmare's world, we have to be ready for the outcome."

Kyoko looked to the two and didn't like the sound of their voices.

Kyoko: "You kidding… You want to risk it all."

The two glared to her and knew that she's being too negative. Seeing the two against her, she crossed her arms and made a hissy pout.

Kyoko: "Fine! Have it your way! But there's no way you are going to have me wear that god awful thing."

The two girls looked to each other and gave off some vicious smirks. Looking back at her, Kyoko could see the look on their faces and didn't like where this was going.

Kyoko: "What? Why are you two looking at me like that?"

---

Back in the main room, Raf was on the console area setting up coordinates for Cybertron while June was waiting for the four near the bridge. Looking at the tunnel, she was concerned of what is bound to happen. Jack is going back to this hostile planet to stage a rescue, and a part of her is scared of what will become of him.

June Darby: "This is nerve wracking. Jack wants to go back there to rescue Kyubey from the Decepticons? This is going to be a suicide mission from what I can tell."

Just then, she could hear the voice of her own Incubator asking her a quick question.

Quvey: "You're worried?"

Looking down, she could see Quvey starring at her, seeing her concerned expression.

June Darby: "Worried isn't the word I am looking for. More of a panic state. This is going to be the second time Jack goes down to that wretched planet and I have to stand by and wait, fearing what would happen if he fails. Sure, he was lucky one time, but… I just don't know what would happen this time."

Quvey could tell that she is worried and assured her that everything will be all right.

Quvey: "Don't worry so much, June Darby. Your son succeeded once, he will succeed again. Besides, he has Homura and her friends to help him."

The veteran Magical Girl sighed desperately and reminded him of what occurred in the past two days.

June Darby: "I almost lost my son because of secrets I kept from him. Now I'm afraid that I would loose him again over a dangerous suicide mission. I don't want to live with that."

Just as she was concerned over it, she heard Jack's voice in the distance.

Jack Darby: "Nothing bad's going to happen to me, mom."

Hearing that, she looked up and could see Jack standing there already in his space suit, with his helmet to his side, ready to go on a rescue mission. Seeing him, she straightens up and tries to play coy.

June Darby: "Jack… How long have you listened?"

The Darby chuckled and assured her that it was nothing.

Jack Darby: "Not long. I know that what happened between the two of us is now water under the bridge. We won't keep secrets from either of us and we would share what we feel. But you don't have to feel worry about me. Everything will be all right. I promise."

He soon started to walk on ahead and give June a hug, assuring her that things will be fine. June felt the hug and embraced him back with her own.

June Darby: "I hope you're right Jack. You are my only son, blood or not. I don't want to loose you, like I lost your dad."

Jack could tell that that's what worries her. Could explain why she was very over protected on him. So he assured her that nothing bad would happen to him.

Jack Darby: "Mom, nothing bad is going to happen to me. I assure you. When I rescue Kyubey, I will return unharmed. I promise."

June looked to him and still wasn't sure. But as she was thinking about it, she heard Homura's voice from the distance.

Homura: "Besides, Jack isn't going out there alone. He got us."

June heard her and looked ahead to see Homura and her friends, all decked out in the same space suits with their hands holding on to their helmets. She could tell they are ready to join him and asked for a quick promise.

June Darby: "Of course you three will be helping him. Just promise me that you take care of him for me. Okay?"

Homura could see the worry in Darby's eyes and assured her that he'll be safe.

Homura: "Rest assure, June. Your son is in good hands."

The Darby smiled and knew that his son will be taken care of. She soon notice Kyoko standing there, looking pissed with her head turned away and her face disgruntled. Seeing that, she smirked and wondered what forced her into the suit.

June Darby: "I take they forced you into that spacesuit huh?"

Kyoko looked to her and was upset over it.

Kyoko: "They told me that if I don't put this crap on, then Mami would let Bebe eat my reserve stash of food I was holding. I'm not happy about it."

Bebe, who was next to Raf as he was on standby, overhead that and jumped up to the railing, hopping and speaking in her own tongue. Mami heard her and looked up to her with a warm smile.

Mami: "Sorry Bebe, but Kyoko is in the space suit. So I'm afraid you won't be going to her secret stash of sweets. But, when we come back with Kyubey, we can celebrate with a large delicious cake. What do you think?"

Bebe heard that and was completely elated, jumping up and down with glee. The veteran soon turned to the tunnel that's in front of them and asked about it.

Mami: "So… This is the 'ground bridge', you told us about?"

Jack heard her and knew she was referring to him. Looking to the tunnel, he explained to the girls about it and what it can do.

Jack Darby: "Yes… That's the ground bridge I've been talking about. Normally, the bridge was limited and can only teleport the Autobots across the globe. But a few days ago, Optimus obtained the Forge of Solus Prime. It's a hammer that can create anything out of simple items. Anyways, once he obtained the Forge, he modified the bridge so that it can take the team to the vast reaches of space. That includes Cybertron. In fact, they had to modify the bridge just so they can head to Cybertron and retrieve the Omega Keys to restore their planet. That was around the time when me, Homura, and my friends got captured and… Well… I'm sure you knew what happened."

Mami heard that and remembered what went down.

Mami: "Indeed… I recall coming up that ship with Kyoko and Kyubey to rescue Homura. Surely that is related to what you and the others went through."

Jack nodded and continued with what he's planning.

Jack Darby: "Anyways, since this bridge can now go anywhere in outer space, we can use it to head to Cybertron and rescue Kyubey. Raf, do you have the log entry on when the Autobots use the bridge to head to their home world?"

He turned to Raf, who was working on locking onto the planet. Checking the logs, he nodded and answered back.

Raf: "I do. According to when they used the ground bridge, they seem to have transported into Iacon, the city center. It's all connected to different sectors. One of which is Kaon."

Jack heard the news and was relieved.

Jack Darby: "Good. I don't want to walk too far, otherwise, it will be too late."

He soon turned to the girls and explains about the plan.

Jack Darby: "Once we reach Kaon, Quvey will located Kyubey's energy signature and we will come in to rescue him. But we need to be careful. Last time I was there, Arcee and I were face to face with an Insecticon and a swarm of Scraplets. Who knows what else awaits us when we go down there."

Kyoko ignored the fact she's in a space suit and reminded him of what they did.

Kyoko: "Pft… Please… Do you know who we are? Have you forgotten how we handled ourselves against those metal heads? We whipped the floor with those fools!"

June crossed her arms and reminded her about that.

June Darby: "Yeah… I remember… I also remember that all of you were almost beat by three tough Cons and I had to swoop in and save you all."

Kyoko heard her and turned away at the thought of being saved by an old lady.

Kyoko: "Oh sure… Rub that in, why don't you."

Homura soon asked about the team, considering they don't know anything about what they are doing.

Homura: "What about Team Prime? Surely they should know about our mission as well. It is their home world you know."

Jack sighed and knew that she would ask that. So he told her of recent events.

Jack Darby: "You know why. The entire team now knows the existence of Magical Girls, no thanks to one of your friends here."

He glared at Kyoko, who caused the mess in the first place. She could see him with that stare and raised her hands in protest.

Kyoko: "Hey! I said I was sorry. Lost how many times I said it."

Jack rolled his eyes around and went on with his reasons.

Jack Darby: "While the Autobots now know of your existence, only a few know of Kyubey, or what he is. And the less Optimus, of all bots, know about it, the better. We have to take care of this ourselves. We cannot let any of the Autobots get involved in our mission."

Before he could say anything, he heard a voice of an Elite Guard close by.

Smokescreen: "Involved in what mission?"

The group heard that and turned to see Smokescreen standing there, along with the two recruits, Strongarm and Sideswipe. Seeing that, they all looked to each other and could tell it was too late to get out of this. So Homura stepped in and gave them a bit of truth.

Homura: "We are planning to rescue Kyubey."

The group heard her, as the cadet mentioned about that creature.

Strongarm: "Kyubey? You mean that white fuzzball that is always with you guys?"

Mami soon approached Homura and responded in kindly.

Mami: "Indeed. That's the creature you are referring to. He was taken by Decepticons and is being held captive on Cybertron, deep in Kaon. We have to rescue him, for we fear that your enemies will extract any Intel about us and use it against you."

Kyoko soon joined them and decided to threaten them with a little arrogance.

Kyoko: "That's right! And we're going to do this on our own too. And you bucket heads aren't going to stop us!"

The group looked to each other and decided to let them in on something.

Sideswipe: "Stop you? Who said we are going to do that."

It was then that he started to show off the Immobalizer in his servos. It was then that Smokescreen showed his Phase Shifter and Strongarm holding the Polarity Gauntlet. They could even see the Apex Armor on Strongarm's back as well. The group heard that and started to realize why the three recruits would be there.

Jack Darby: "Wait a sec… You're not saying that you guys are joining too."

The Elite Guard smirked and told him why they are doing that.

Smokescreen: "Well, we overheard you guys in the human barracks and we all decided to assist you in finding your friend. I mean, don't get us wrong, you guys managed to hold off the Cons yourself, but who knows how many more will be guarding Kaon. Besides, you are going to need all the help you can get."

The cadet soon stepped in and reminded them of the team's duty.

Strongarm: "And Autobot protocol states that officers must assist civilians with what they need. And if it comes to saving your pet, then we will aid you in finding him."

The girls and Jack looked to each other and was a bit concerned about it. So much so that Homura asked if the others know.

Homura: "And does the team know about this?"

The three recruits looked to each other and could tell she needed an answer. So Smoke decided to let her in on it.

Smokescreen: "Nope. They don't have a clue on what we're doing. After what they had to go through last time, I think it's time we recruits prove what we're capable of."

Swipe heard that and reminded him of last time.

Sideswipe: "Wait! Didn't you went to Cybertron with the team before?"

Smoke raised his servo and reminded him of his occupation.

Smokescreen: "That's because I am a former Elite Guard."

Strongarm soon stepped in and told everyone to get going.

Strongarm: "Look, we don't have much time in arguing. We should warm up the bridge and head to Cybertron before the rest of the team notice something is off."

But as she said that, another femme voice came from behind her.

Arcee: "And what would it be, I wonder."

They were in for quite a shock as they turned around and saw Arcee standing there, leaning on the side of the wall. Obviously, she was still recovering from the attack by Shockwave and needs some time to recuperate. Smoke could see the annoyed look in her optics and decided to lighten the blow.

Smokescreen: "Cee? What are you doing up? Ratchet says that you need rest after nearly getting terminated by Shockwave."

The femme looked to the group in a sternful expression and responded back.

Arcee: "I can still stand, if that's what you are asking. But what I'm asking is you is what do you think you're doing?"

The recruits, Magical Girls, and Jack could tell that she wanted answers, and she wants them now. So with a bit delay, Jack decided to step in and try to reason with her.

Jack Darby: "Look, Arcee, I know you don't want me to do something too risky. But you need to know that what I'm doing could be dangerous. So for once, you have to trust me on this one."

The two-wheeler though gets it and told the group straight away.

Arcee: "You're planning to rescue Kyubey, are you? And by the looks of it, he is being held captive on Cybertron by the Decepticons."

The group heard that and was shocked by how she word it right.

Kyoko: "Whoa… She's good."

Homura peered her eyes to Kyoko before approaching her and asking on what she's planning.

Homura: "You're not going to report this to Optimus, are you?"

The femme gave a chuckle and decided to cut to the chase.

Arcee: "To be honest, a part of me wants to. But doing so would be explaining to him as to why you all want to head to Cybertron, thus leading to explaining about the Incubator. Because of that, I'll join you on the mission."

That caught everyone by surprise as the protested against it.

Everyone: "What?!"

Jack Darby: "Arcee, you can't do that!"

Sideswipe: "You're injured!"

Smokescreen: "You need to rest."

Strongarm: "You're in no condition to serve your duty."

The femme lift her servo up and reminded them what happened that caused all this.

Arcee: "I appreciate all your concerns, but I have to do it. It is my fault that the Decepticons have Kyubey. If Shockwave didn't catch me by surprise and buried me, that Incubator wouldn't have been captured in the first place. So that's why I need to assist you in the rescue mission. And I won't take no for an answer.

Everyone heard her reason and find it to be understandable. She didn't expect two triple changers chasing them and she has to fight them. Nor did she expect Shockwave making an unexpected return. Because of this, Kyubey got taken and who knows what Intel the Cons will get out of him. She has to repair the damage. She has to redeem herself. She must help rescue Kyubey. Jack could see it and respected her decision. However, there is the concern about her condition and explained to her about it.

Jack Darby: "I get it, Cee. You need to get your redemption. But look at yourself! You are still injured from Shockwave's attack. You have to recover from that attack or it will only get worse."

The femme rolled her optics around and assured him of the situation.

Arcee: "I appreciate your concern, Jack, but I can handle myself. Besides, you seem to have the Apex Armor with you, Strongarm."

She looked to the cadet, who has the Apex Armor strapped to her back. Looking to the template, she explained why she has it.

Strongarm: "Oh… That… Well, we are heading to hostile territory and need to be prepared for anything. Why not bring every Iacon relic for security measures. It's standard protocol when you're dealing with hostile threats."

The two-wheeler leans to the side and finds that amusing.

Arcee: "Uh-huh… Right… Well, since I'm still injured, I'm going to need it."

She soon limped towards the cadet and extended her servo out. The cadet saw it and decided to give her what she wants.

Strongarm: "Very well… If you want to join, don't blame us if you are hurt further."

She soon detach the Apex armor off her back and gave it to her. Arcee soon got a hold of it and place it to the side. Jack could see what she's willing to help and was concerned for her safety.

Jack Darby: "Arcee, are you sure you'll be okay with that. After what you've been through…"

The femme looked down to her partner and assure him that she has to do it.

Arcee: "Kyubey was taken by Cons because of me, Jack. I have to make things right. As far as my condition is concerned, I've been through worst scrapes then that. I'll manage."

The Magical Girls looked to this moment and realized that they were wasting a lot of time.

Kyoko: "Hey! Are we going to save that traitor, or are we going to stay around talking about our feelings?"

Homura heard her and has a point.

Homura: "Kyoko is right. We are wasting too much time here. The longer we stay here, the sooner the Cons will extract the Intel from the Incubator.

The Bots heard that and knew she has a point.

Sideswipe: "That's right. We still have a rescue mission to get to. We can't let the Decepticons discover all of your secrets, am I right?"

Jack turned to him and nodded in agreement. Looking up to Raf at the console, he asked if he's ready.

Jack Darby: "Raf, are we all set?"

The hacker heard him and turned back to the laptop with the previous coordinates on the spacebridge.

Raf: "Uh, yes. I got the previous coordinates Team Prime used when they were on that mission to recover the keys and take them to the Omega Lock. Remember, once you are at Cybertron, you are on your own in finding Kyubey."

Hearing that, Jack was relieved and turned to the others to tell them to get ready.

Jack Darby: "Got it. All right everyone! Even if we're going to get a few extras people, we are ready to embark on the mission. Have everything ready. We're going to depart."

So the group prep for the rescue as the girls placed their helmets over their heads while the recruits and Arcee approached their side the transformed to let them in. As they were getting ready, June approached her son and kissed him on the head.

June Darby: "You be careful out there, Jack. I don't want anything bad happening to you on Cybertron."

Jack chuckled and assured her that everything will be all right.

Jack Darby: "Relax, I've done this before. I know what I'm up against. Besides, I have backup on my side. It's not like we would run into some serious danger."

He soon hugged his mother to make sure she'll be calmed from this. The moment he let go, he looked back to Raf and told him on what to do.

Jack Darby: "If the team finds out we're gone, try to stall them for a long as possible. We cannot have anymore Autobots getting dragged into this mission."

The hacker nodded and got the message.

Raf: "Sure thing. Just don't take too long."

Jack nod and assured him that they won't.

Jack Darby: "Don't worry, we'll be back before the rest of the team could find out."

He soon mounted on top of Cee while the girls went into their respected guardians. Once they revved their engines, Raf hit enter and locked on to the coordinates on Cybertron. The bridge soon started to warm up and the green and blue portal opened up. Once they were ready, Quvey jumped on top of the bike as Jack says the same thing as Prime.

Jack Darby: "All right team, let's roll out!"

So the group drove into the bridge and vanished into it.

---

On Cybertron, everything was quiet with the abandoned Iacon looking eerily silent. But then, the bridge opened up and the rescue team came out of it. When they arrived on the planet, the girls were awestruck what they were seeing in the passenger side of their guardian's vehicle modes.

Kyoko: "Whoa… So this is Cybertron? That looks so cool!"

The rest of the team looked to her and was a little confused on how she reacted to a war torn planet. The Veteran could tell they were completely annoyed by her. So she tries to cover her excitement up.

Kyoko: "Uh… I mean… It looks so cool, if it wasn't look like it went through hell."

Hearing that, they cut right to the chase and went on with the mission.

Mami: "Let's just focus on rescuing Kyubey. I hope you know where you going, Arcee."

Cee overheard it from the comm. and responded back.

Arcee: "Don't worry; we will get to Kaon as soon as possible. But once we get there, it's up to Quvey to find your friend."

Jack looked up at the path ahead and have to hurry.

Jack Darby: "Well, the sooner we rescue him, the better. There's no telling what type of torture they're putting Kyubey through."

The four soon drove down the trodden path of the remains of Iacon, heading straight for Kaon. And so their mission to rescue Kyubey begins, all through, they will encountered many trials along the way. They just hope they're not too late.

---

Meanwhile, in Kaon, Kyubey was being captive by the cons in Shockwave's lab, with no way in escaping from them. But what makes things worse for him is that he is face to face with Megatron himself, the self proclaimed overlord of the Decepticons. With his beady eyes and emotionless face, he started to put the pieces together and figured out who he is at first glance.

Kyubey: "So… You must be this Megatron I heard so much about."

The leader heard him and found his reaction to be not expected, but understand he knows whom he's talking to.

Megatron: "You are correct, my precious guest. And what can I call you?"

The Incubator played it cool and decided to stall long enough until he can find a way in getting out of this mess.

Kyubey: "I go by many names since the dawn of time. But you can call me Kyubey."

Megatron: "Very well, Kyubey. Tell me, do you know why you're here?"

Kyubey tilted his head and could see where this is going.

Kyubey: "Based on my inevitable capture, I assume you wish to know about the Magical Girls. Am I correct."

The leader heard his answer and gave a low chuckle, slowly walking to the imprisoned Incubator.

Megatron: "Indeed… You are quite wise for a tiny creature."

Kyubey: "Well, for my time on this planet, I can tell that there's a motive for certain Magical Girls. Though, I am concerned about your motives. You wish to know about them. What I want to know is why? Why are you so interested in Magical Girls."

Megs could tell that this creature wish to know more about his motives. So he slowly walked around him as the Incubator watched his every move.

Megatron: "It's really quite simple, really. Ever since these girls started to interfere with my plans, I had an epiphany. The Autobots have new allies in these Magical Girls, who possess vast power and abilities. Something that my armada won't stand a chance, as demonstrated when they fought them on my ship. So I've been thinking, if Optimus has such powerful allies, why not us?"

Hearing that, Kyubey knew what he was saying.

Kyubey: "You wish to have Magical Girls of your own."

The warlord chuckled darkly and went on with his explanation.

Megatron: "Very observant… Yes, I wish to tip the scales in our favor. With a group of Magical Girls of our own by our side, we can have an even playing field with the Autobots."

Kyubey: "Even if it were the case, I'm afraid that it would be an impossible task."

Megatron stopped and glared at him, wondering what he meant.

Megatron: "Really? And why's that?"

Kyubey: "Because you talking about recruiting Magical Girls to do your evil bidding. I want to be clear; Magical Girls protect humanity from Wraiths and Nightmares. Some fight for love and justice, based on their own motives. They don't wish to destroy what they are trying to protect. And even if you wish to recruit some, you have no idea on how to control them, let alone keep them on your side for long. You're pretty much wasting your time."

Megatron grunted and skipped to the point.

Megatron: "Perhaps you are correct. Hence that's the reason why we have you."

Kyubey: "And what do you want from me?"

Megs stopped walking and turned to him to repeat what Shockwave said.

Megatron: "Hasn't Shockwave told you? We want to recruit these girls to our cause, but we don't have the knowledge in doing so. And you… heh, heh… You seem to know so much of these Magical Girls. So here's my proposition for you. You are going to tell us everything you need to know. What are the origins or these Magical Girls, how they get their powers, what they're capable of, everything we need to know so we can recruit them. In exchange, we can let you go and you won't get hurt."

Kyubey listened in and knew what this is all about. He wants to gather Intel about the Magical Girls and use them for his own twisted endeavor. He cannot let that happen.

Kyubey: "I'm sorry, but I'm afraid I can't disclose any Intel to you. Exposing any secrets from the Magical Girls could lead to some serious and deadly consequences. Something that could endanger of future of all Magical Girls, if not the entire universe."

Just then, the voice of Starscream came out of the entryway and told him that he has no choice.

Starscream: "Oh, I'm afraid you don't have a choice in the matter."

Turning back to the entryway, he could see Scream stepping in and approaching his cage. Bending to his level he placed his servo on the cage with a forcible bang and demanded that he give them the Intel.

Starscream: "You will tell us everything we need to know about these unique humans. And I mean everything."

The incubator was still vigilant and tries to save himself.

Kyubey: "Even if I give you what you need, I know that you are planning to do some evil with those you will recruit."

The lieutenant groaned and hit the top of his cage hard with a huge outburst.

Starscream: "THAT'S EXACTLY THE POINT!"

Megatron soon pushed him aside and told him to calm down.

Megatron: "Enough, Starscream! This is our guest, not our prisoner. We shouldn't treat him rather poorly."

Kyubey looked to the cage he was in and find that kind of ironic.

Kyubey: "If this is how you treat your guest, I'm afraid what you do to your prisoners."

The leader soon turned to him and apologizes for his commander's outburst.

Megatron: "Forgive my associate here. He just came back to the fold and he could be a bit short tempered. However, he does make a point. You are going to tell us everything you know, or the consequences will be quite painful."

He soon looked to Shockwave, giving him the preverbal nod. The science officer soon got his remote out and hit the button. The cage soon emanated electrical volts that gave the Incubator quite a shock. He screamed in pain as the electricity course through his body. In a few short seconds, Shockwave hit the button again and the current was turned off. The creature went limp and was breathing heavily from the shock. The leader soon told the Incubator a warning that would give him time to think about.

Megatron: "I am a patient Mech, Kyubey. I can wait for as long as I want until I get what I need. But I do want my answers as soon as possible. Oh, and if you think you will be rescued, don't hold your breath. No one is coming to save you. So you will tell me, or you'll be stuck in here for a long, long time."

The Incubator groaned and looked up to him, hoping that what he said wasn't true.

Kyubey: "Try as you might, you won't get the information you seek."

Megs soon got close to his pained face and accepted the challenge.

Megatron: "We shall see."

He soon stood up and walked away, stopping at Starscream side and tell him to stay put.

Megatron: "I will be in the Nemesis waiting for any Intel this creature has. You stay here to observe any progress. And Starscream… Don't cause any complications, like killing our guest."

The commander turned to him and nodded, knowing that his leader isn't in the mood for any cock-ups.

Starscream: "As you wish, Lord Megatron."

He bowed and gave him a bit of respect. Megatron soon left him and exit the lab, leaving Kyubey with Shockwave, Shatter, Drop Kick, Lockdown, and Starscream. The lieutenant soon turned to him and gave a devious smirk.

Starscream: "Now Megatron wishes to treat you like an honored guest. But you will find that I don't show the same sympathy as him. So you will tell us everything, or you will die and slow and painful death!"

He soon extended his digits and showed how sharp they are. Kyubey saw that and gulped weakly, knowing he isn't going to like where it's heading. So much so that he looked up and silently asked for the most unlikely of help.

Kyubey: "Homura… Please… Help me…"

---

Meanwhile, the team drove down the path through the remains of Iacon, making their way to Kaon. With Arcee and Jack leading the way, they went past the many torn down buildings and structures, being careful incase one of them starts to fall. Homura looked at the view from the passenger side window and was awestruck in how it looks.

Homura: "So… This is your home, huh? It looks so…messy."

Smokescreen overheard her and told her of what happened.

Smokescreen: "Not by choice. The Autobots and Decepticons were at war with each other for eons. That said war cost us Cybertron, badly. I was there when the Fall of Iacon happened and let me tell ya, it wasn't pretty."

Homura look down to the steering wheel he was communicating on and gave a deep sigh. Looking back, seeing the devastation around her, it really reminded her of when Walpurgisnacht laid waste to Mitakihara. That is the memory that laid a bitter taste in her mouth. But brushing that aside, she wondered what Cybertron looked like before the war.

Homura: "It's a shame though… Looking at the end result, I bet that Cybertron must've been a beautiful place."

She soon heard Arcee through the comms as she explained to the Magical Girl what it was like before the war.

Arcee: "It sure was. Long before, Cybertron was once paradise. Full of life and innovation, Cybertron was once a peaceful planet. Then of course Megatron came into the picture and ultimately raged war on us. I fought and sacrificed everything to end this war and save our home. In the end, there was nothing left to save."

Mami overheard it through Strongarm's comm. and was horrified at the sight of it.

Mami: "That's so horrible. The fact that you would fight for everything only to loose everything. It's truly nightmarish."

Jack soon said something that Arcee told him when he first came to Cybertron on a previous mission.

Jack Darby: "Someone once told me that in the fog of war, it's hard to see beyond the next leg of the mission, or the next punch in a fight. But when the fog finally lifted, there wasn't much left the save."

Cee heard that statement and never thought he remembered that, considering it was she who said it to him.

Arcee: "Huh… The person must've been wise."

Jack looked down to the dashboard and smirked.

Jack Darby: "Yeah. That person was."

The group continued to drive down the path as Cee noticed a separate town in the distance.

Arcee: "Looks like Kaon is up ahead. I could see Megatron's statue from miles away. Be ready for anything. Cons never abandon their capital that easily without some form of defenses."

In Strongarm's vehicle, Mami had her musket armed and ready for a fight. Looking at it, she wondered if what the femme said is true.

Mami: "Strange that we're going into enemy territory when it was abandoned. Take it these Autobots won't take any chances. What do you think, Strongarm? You think we might be walking right into a trap?"

She waited for a response from her, but got nothing. So she asked again.

Mami: "Strongarm? Do you hear me?"

But she wasn't paying attention to her. Instead, she was focusing on the road ahead of her. But then, she noticed a certain path within the war torn street that looked very familiar.

Strongarm: "That street… I know where it goes…"

Mami heard that and was confused about it.

Mami: "Huh? What did you say?"

Just as she asked that, Strongarm turned the wheel and drove down the street. That caught Mami by surprise as she held on as the cadet drove fast to that street. The others soon saw it and wondered where she was going.

Smokescreen: "The frag?! Where is Strongarm going?"

Cee heard that as well and checked her review mirror to see the cadet driving down the separate street.

Arcee: "Scrap! We can't just have the team separated. We need to be a full strength."

Sideswipe looked to that too and decided to bring her back.

Sideswipe: "You two go on ahead. I'll go after her and bring her back."

The remaining group heard him and was a little concerned about it. But considering they're pressed for time, they really need to be ready.

Arcee: "All right. You go on ahead and get Strongarm back, we'll keep going to Kaon."

Homura soon told them of what happen when trouble comes around.

Homura: "And if anything goes south, I'll fire a flare to warn you all."

Swipe listened to the two and got the message.

Sideswipe: "Copy that. C'mon Kyoko, we got a rouge officer to retrieve."

Kyoko heard that and groaned to herself.

Kyoko: "Sure, whatever… I'll do it since Mami's with her. Sayaka would've been upset if I let her die in a hostile place like this. Let's get this over with."

Soon enough, the red corvette drifted to a 180 and drove back to the street Strongarm was on. As soon as he left, Jack looked back and was a little worried about it.

Jack Darby: "You think those two will be okay? I mean, it's their first time returning to Cybertron, since… Well… You know…"

Arcee gave it some thought and hope that they'll be fine.

Arcee: "It is going to be tough for them to accept, but Cybertron has changed for the worse. No doubt, where Strongarm be going could scar her. But we need to focus on the rescue mission. I'm sure they will return since they know where Kaon is already. Let's hope they don't run into trouble."

The two vehicles drove down to Kaon and were about to reach the entrance. Unknown to them, a trip wire was within the path with an invisible laser. The moment they hit it, it didn't explode. Instead, it blinked its light, signally that company is coming.

---

In the lab, they continued to interrogate the Incubator as he kept on getting a couple of seconds worth of shocks. Once they turn it off, Kyubey panted as Starscream was pacing around his cage, slowly loosing his patience.

Starscream: "You know, this is going to get worse for you. I don't know if I can promise you that you would live through this. However, if you don't want to succumb to the torture, you will give us what we need."

Looking to the commander, he responded weakly after the many shocks from his body.

Kyubey: "Mmff… Try and torture me all you want. But I won't surrender any information about the Magical Girls I recruit. I would rather die then tell you."

Scream stopped pacing and gave a deep sigh.

Starscream: "Ah… How vigilant of you. You know, I remember an Autobot that was vigilant as you. Had to terminate him on my watch."

He looked to his sharp digits and remembered the time he offed Cliffjumper.

Starscream: "Oh, you should've seen the look on his face when I offlined him. Truly priceless."

He turned to the creature and reminded him of that said fate.

Starscream: "So let me make this abundantly clear… If you don't give us what we need, you will die the same way Cliffjumper did."

Shockwave soon heard that and approached the lieutenant and told him that won't do.

Shockwave: "Commander, as much as I respect your tactics, it believes it is logical that we keep this creature alive. It is no use in gathering the Intel Megatron needs if it's dead."

The commander groaned and turned to him, letting him know how the interrogation is going.

Starscream: "At least it's far better then your tactics. You've been giving this thing multiple shocks and it didn't do scrap! Can't you at least increase the power level high enough where it would have no choice but to talk?"

Looking to the creature, he reminded him again of the consequences.

Shockwave: "That will indeed kill him as well. We need him to remain alive so we can gain whatever information Megatron needs. Still, what you said is true. Torturing it for Intel would be impossible considering his resilience. However…"

He turned back and came up with an idea.

Shockwave: "There is a way to get our answers without the creature telling us everything."

Scream heard that and turned to see what he's planning.

Starscream: "Oh…? And what's that?"

That's when he told him the one thing that they could gather the answers they seek.

Shockwave: "The Cortical Psychic Patch."

The commander was silent after hearing and was a bit confused about it.

Starscream: "You mean to tell me that you are planning to dive into the mind of a inferior creature? That tech is solely used on Cybertronians! How can you possibly perform such a procedure on a small and frail being like this thing?"

The science officer look backs to Kyubey and explained to him how he can accomplish it.

Shockwave: "Indeed, the Psychic Patch is meant for Decepticon interrogations and a creature like it wouldn't survive the procedure. But if I can modify the patch, I can use it to extract the Intel for Megatron and send it to the Nemesis. I won't terminate the being, just leave it in complete agony."

Kyubey overheard it and wouldn't stand for it. So he bolted up and demanded him to stop.

Kyubey: "No! You can't do that! I won't let you extract any knowledge of the Magical Girls!"

Shockwave has heard enough as he hit the button and shocked him again and shut him up.

Shockwave: "It will be a risk, but it is the only quick and easy solution to unlock any secrets it contains."

Scream listened to his plan and looked at the prone Incubator. If what Shockwave said is true, then the Cortical Psychic Patch is their only ticket in knowing what secrets this creature has stored in its head. Giving it some thought, he looked back and asked him about when he would get started.

Starscream: "How long will it take to modify the patch and extract the information from this creature?"

Shockwave calculated the time necessary to modify and extract the Intel and came to the most logical conclusion.

Shockwave: "If I can rewire the patch and make some adjustments, I will have it ready for extraction in less then ten breams."

As they were talking about what to do, there was a mysterious beeping from one of the consoles. Dropkick heard it and approached the terminal, wondering what it was.

Starscream: "I see. Then you better get started on this plan of yours. The sooner Lord Megatron gets this creature's Intel of these girls, the better.

Starring at the screen, he noticed two set of dots on the Cybertronian map; one heading to the outskirts of Iacon, and the other heading straight to Kaon. Seeing this, he warned the two of what he was seeing.

Dropkick: "Hey, sirs? You need to look at this."

The two heard him and turned to see him looking at the screen. Walking to his position, the commander asked what he was watching.

Starscream: "Well? What are you looking at?"

The triple changer shook his head and was trying to figure it out on his own.

Dropkick: "Don't know… But it looks like one of our proximity trip mines has detected something outside of Kaon. One showing someone heading to Kaon, the other heading to a part of Iacon."

Starscream shoved the solider away and took a deeper look into it. Seeing these two dots, he started to jump to conclusions on who was hading to them.

Starscream: "Hmm… Looks like the Autobots got word on what we did and is heading to us. Most notably to free this creature."

Shockwave heard that and was a little confused, turning to Scream for some answers.

Shockwave: "How is that possible? I thought the Autobots don't have the means in teleporting through space."

The commander turned to him and was a bit perplexed as him.

Starscream: "That is true. However, they seem to have found a way when Megatron and his armada were on their way to the Omega Lock to revive our planets and create a new one. Somehow, they managed to modify their ground bridge to go off into space, which included Cybertron. And because of that, I believe that both factions are already on a level playing field. Still, getting back on topic, it does appear that Team Prime is staging a rescue. It is something we cannot let happen."

He soon turned to the three new Cons and ordered them to investigate.

Starscream: "You three, go out there and investigate those detections. If they are the Autobots, you know what to do."

With that, the nodded and saluted, heading out to the lab while Lockdown was trying to figure out how to approach.

Lockdown: "Hmm… I suggest that we split up to gain more ground. It will make things easier for us."

Dropkick: "Got that. I'll check the disturbance in Iacon's outskirts. You two will check the entrance incase any more intruders wonder in."

Shatter: "Sounds like a plan to me. I like it."

Once they were gone, Starscream went on the comms and contacted Soundwave.

Starscream: "Soundwave, we appear to have intruders on Cybertron heading to Kaon to rescue our prisoner. Send in some troops to defend against any supposed threats. Lockdown and Shatter would need some Vehicons while Dropkick… Hmm… Send in the sniper brigade as well. He could use some extra servos."

He soon turned to the science officer and demanded that he hurries.

Starscream: "And you… You better get started on modifying the patch and extracting this creature's Intel. I cannot let the Autobots take this thing away without unlocking any delicious secrets it has with it."

---

Around the same time, Arcee and Smokescreen drove towards the entrance of Kaon and they are already at the main gates. By the time they reach it, the two stopped and told their passengers to get off.

Arcee: "Okay. We're here. We'll be walking from here on out."

With that, Jack and Homura got off of their respected guardians and the two bots transformed. Smokescreen soon walked towards the entrance and look up at the statue of Megatron standing proudly on the gateway.

Smokescreen: "So… This is Kaon. The teachers back at boot camp told stories of this place, dark and twisted stories. Never thought I come here at their front door. Looks even more disturbing with that statue up there. You said that you were here before, Cee?"

Cee looked down at the bridge that will take them right into the heart of evil and told him of this place.

Arcee: "Yeah… Once… Jack and I were here to find Victor Sigma, so we can download the Optimus's memory into the key Prime gave Jack. Things were a little dicey on that assignment. Me, trying to fend myself against an Insecticon; Jack, preventing a swarm of scraplets from devouring Sigma. But, we were able to accomplish the mission and in the end, brought Optimus back."

Jack soon approached the gate and looked to the Megatron statue as well, knowing that this time, there's a chance that they might not make it.

Jack Darby: "And now we're back here… Rescuing someone else that could spell disaster to all Magical Girls. I just hope that we don't run into anymore trouble like last time. With any luck, not as worse as before. Okay Quvey, start finding the girl's Incubator."

The defective incubator scurried in front of the group and started to focus on locating theirs. His eyes glowed red and detected the same type of signature as his. Once he got a lock on, he told them on where to go.

Quvey: "I got something. Can feel his presence deep in this city. And… And he's in constant pain."

Hearing that, Homura knew this was bad and demanded where he was.

Homura: "Where is he?"

He used one of his long arm ears to point right at the direction Kyubey was being taken.

Quvey: "Over there. His presence is stronger in that direction."

Looking at her shield attached to her arm, she adjusted it and was ready for whatever happens pass the gateway.

Homura: "We should hurry. Time is short."

Arcee nodded and armed her blaster for any dangers up ahead.

Arcee: "Stay close. Who knows what dangers await us?"

The four soon walked through the gate and across the bridge to get into the city. As they were making the slow and steady journey, a Bell AH-1 SuperCobra chopper flew overhead with what looks like multiple choppers following behind, heading to where the second half of the group was.

---

At the same time, Strongarm was driving down the street, carefully avoiding the debris scattered around the road. In the vehicle, Mami and hanging on and was confused at what she was doing.

Mami: "Um… Miss Strongarm? Where exactly are we going? We were supposed to be with the team to save Kyubey."

The cadet heard her plea and explained what she's doing.

Strongarm: "I… I need to check on something. I need to make sure it's still there."

Mami: "What's still there? What are you trying to tell me?"

The officer soon headed into a clearing, knowing deep down that she is close.

Strongarm: "Almost there. Just need to get past that clearing and…"

The moment she drove out into the open, she saw what she found and gasped in horror. She immediately applied the breaks and the tired screech to a halt. That in turn led to Mami getting an unexpected pull from the stoppable and was a little dazed. Rubbing the back of her helmet, she was a little groggy and didn't expect it.

Mami: "Ow… I never expected that. Where are we…?"

Just then, the passenger door opened up and the cadet told him to get off.

Strongarm: "Out… Now…"

Hearing that, the Magical Girl unfastened her seat belt and jumped out of the truck. The moment she did that, Strongarm transformed and slowly approached the site, with a look of shock and horror.

Strongarm: "No…"

Right in front of her, once stood some kind of huge facility with multiple floors and two statues of Cybertronian Law Enforcement appeasing the law. But it would seem that it was demolished with the middle of the facility torn apart and the two sides still intact and one of the statues were tumbled over. Mami looked at the site and was a bit confused at what she was looking at. Just then, she could hear a horn blaring and turned around to see Sideswipe coming in. Once he drifted to a stop, the door opened and Kyoko jumped out of it.

Kyoko: "Mami! There you are. You and Strongarm left the group abruptly and we didn't expect that. What happened?"

Tomoe shrugged it off and told her former student the best answer.

Mami: "I wished I had a clue. Strongarm decided to take this path and drove to here. Saying something about wondering if the place is still attached. My guess, she found it and, well, you see the damage."

Kyoko soon turned to the building and saw the extent of the damage. Sideswipe soon transformed and slowly approached the cadet, wondering what got her in a twist.

Sideswipe: "Strongarm…? Is everything okay?"

Strongarm soon walked to what appears to be a sign underneath all the rubble and slowly started to pull the piece out. Getting a good enough look, she could see that it was a facility close to her. And while the lettering was alien, she could see the Autobot insignia placed on top of what appears to be a badge. Seeing this, she told them of what they were looking at.

Strongarm: "This is the Autobot Police Academy. This is where I trained long and hard to help serve the peace in Iacon. It's where I was going to achieve my dream as a local law enforcer, until the Cons attacked the city."

The three looked at each other and could tell that she was looking at her home, destroyed right in front of her. Looking to her arm, she clicked on something and a holo photo started to appear in front of her. This time, it showed off the picture of the academy in its prime glory, with a large group of cadets gathered together for a photo op. One of whom is a young Strongarm, all excited for another year of officer training. Looking at the photo, she remembered the time the invasion happened.

Strongarm: "It was before the attack happened. On the day us recruits were going to have to take the final exam before graduating. I was driving with an old friend of mine, prepping for the big test that will determine if we are capable of becoming police officers. When we were getting to the academy, my radio got a call of a reckless driver doing doughnut around the statues of the Thirteen Primes down in Prime Court. I thought that if I apprehend the criminal, it would give me extra credit for my exam. I told my friend to go on without me while I raced to the park to arrest the driver. I never knew that it would be the last time I would see her. Anyways, I arrived at the park and found a red racer leaving scratch marks around the statues without a care in the world. I'm…pretty sure you both know whom I'm talking about."

The two girls looked to her and wondered whom she's referring to. That's when they started to turn to Sideswipe and begins to put the pieces together. The red mech looked to them and could see the glare in their eyes, so he tries to play innocent.

Sideswipe: "What? I was just having a little fun. I mean, you see thirteen statues that were widely spaced, you too would want to do donuts around them."

The girls starred at him and figured he would cause that type of trouble. But Strongarm decided to continue on with the story.

Strongarm: "Anyways, I was able to apprehend Sideswipe and was planning to take him to the academy as a means of extra credit. But as I was taking him in, that's when the attack happened. Out of the blue, and without warning, Decepticons swooped in and began their initial attack on the city. They overwhelmed the air and ground defense and lay waste to Iacon. I did my best in defending the city while keeping Sideswipe under custody, but I too cannot withstand their onslaught."

That's when Swipe crossed his arms and reminded her that he would've helped.

Sideswipe: "Well, maybe if you release me from my stasis cuffs, maybe you would've stood a better chance. I'm an Autobot too, you know."

The cadet glared at him and concluded her story.

Strongarm: "As I was trying to protect the city, I saw an Airadicon squad flying overheard, heading to a specific target. That target was the academy. In a panic, I had to hurry to the school, hoping everyone is okay. Of course, my rush led to an ambush where Tankicons exploded by path and pushed me back, knocking Sideswipe in the process and we were both in a temporary stasis. When we came to, we were in a cell with Smokescreen in a prison ship and we had to work together to escape. The rest, of course, was history. I was hoping the academy was spared, or if any of my friends were safe. Now that I see it…"

She soon turned away, knowing that there was no hope for her. The girls approached her side and could feel her pain.

Mami: "Strongarm… I'm… I'm so sorry. I know it must be hard, loosing to people close to you. Believe me, Kyoko and I have had that type of experience before."

Kyoko: "Yeah… I feel Mami. Loosing someone close to you really sucks. But you know what, there was some good that came out of it."

That caused the Cadet to turned to the rebel Magical Girl and snapped on her.

Strongarm: "How?! How can you say that?! I lost the academy and my friends were either terminated, imprisoned, or joined the Decepticons! Why is that a good thing, knowing that I lost everything?!"

That's when Sideswipe came in from behind and told her why.

Sideswipe: "Because if you went to the academy and not arrest me, you would've been a casualty in the school and we both would've been perished. Not only that, but we wouldn't met Smokescreen in that prison ship, made our escape, and be with Team Prime and Optimus. So as far as I'm concerned, I think you stopping me was the wisest of choices."

Strongarm heard his explanation and realized that he had a point. She wouldn't have met with Optimus Prime and his team if she didn't apprehend Sideswipe. She would've been another casualty like all the other students at the academy.

Strongarm: "I… I never thought of that."

Swipe soon told her that it is best to move on.

Sideswipe: "Look, Strongarm, I know this all looks bad. But you can't just sulk over what happened. Sometimes, we need to keep on pressing, and hope for a better tomorrow. At least, that's my way in thinking it."

The cadet listened to every word he said and knew what he said is the truth. She can't cry over the loose of her dreams and friends. She must push forward in hopes of ending this war. Standing up, she turned to him and approached his position, giving him a warm hug.

Strongarm: "Thank you Sideswipe. That's just what I need to get me out of this difficult time."

The red mech never thought she would react like that, especially since they have a grudge between the two. So he was about to hug back to share this interment moment. However, she pushed him back and reminded him of his past record.

Strongarm: "But just because you gave me words of encouragement, doesn't mean that I will drop you of any charges of past crimes."

That gave the mech a chuckle and never thought of that.

Sideswipe: "I wasn't thinking about that… But at least I was able to help you out in some capacity."

The girls looked at that moment and couldn't help but to laugh it up. But just as there was going to be some conclusion, another voice came from the distance that took them all by surprise.

Dropkick: "Aw… How touching… Makes me want to barf just thinking about it."

The group heard that voice and looked ahead to see Dropkick standing there on top of a demolished building. They soon got into a battle position and were ready for a fight.

Strongarm: "Dropkick… I heard about you. You are wanted for multiple accounts and both vehicular and mech slaughter. Never thought that I would actually meet you in person."

The triple changer looked to his digits and rubbed them together, feeling impressed with his reputation.

Dropkick: "Well… I don't like to boost, but I do have quite and experience in torturing and executing Autobot soldiers from time to time. Though I never got a chance in killing green horned cadets. Maybe I'll add that to my ever growing list."

The four held their ground, knowing that he's looking for a fight. But Swipe decided to ask what he's doing here in the first place.

Sideswipe: "Okay, enough of that cocky BS. What are you doing here? Shouldn't you be kissing your boss's aft or something?"

The triple changer laughed it up and skips to the point.

Dropkick: "You're a funny one, are ya? But since you asked nicely, one of the Con's trip proximity mines picked up a group of Autobots heading to Kaon. Most likely rescuing the little critter that we grabbed. So I was sent here to investigate half of the group separating. Looks like I found you four. And don't worry about my comrades. They are going to take care of the rest of the group."

The team heard that and knew this was bad. With the team split up, it will make it easier for the Cons to strike. So much so, that they need to take him down now before it's too late.

Strongarm: "Scrap! We got separated from Arcee and the others, because of me. We need to get to them fast before they get sent to the scrap yard!"

The Con heard that and told them to try.

Dropkick: "Oh, you can try and save them. But you have to get past me to do that. And trust me, I'm one Con you can't mess with."

Kyoko soon got cocky and readied her spear for a duel.

Kyoko: "Oh yeah? You and what army?"

That led Dropkick to chuckle and waved his servo around. That's when a squadron of helicopters came down with purple and silver paint jobs. The moment and started to descend, they all transformed and landed on the ground. These new cons have weaker armor plating the folded propellers strapped to their backs, but what they lacked in defense lead to strong offence. Attached to their arms were sniper rifle shaped blasters that they can fire at long distances. This Snipercons were pretty much a sniper unit, used to handle assassinations from the skies or on top of high places. Kyoko looked to the site and never thought she expected something like that. Mami soon turned to her former teammate and gave a sigh.

Mami: "Kyoko, next time you are going to say something, don't say it."

Dropkick soon waved his arm down and told the group to fire.

Dropkick: "Execute them!"

The group pointed their sniper rifles at them and charged them up to fire.

---

At the same time, Arcee was leading the remaining group into Kaon with Quvey tracking the Incubator's energy signature. Smokescreen, Jack, and Homura were behind them as the scanned the area in the event that they would encounter any Cons along the way. As they were walking, Cee looked around and could tell this looked familiar… Almost too familiar… But she brushed it aside and kept going on the search. Looking to the defective Incubator, she asked him if they're close.

Arcee: "Well? What's our status? Are we close to Kyubey?"

Quvey heard her and told her that they are getting near.

Quvey: "Not far now. We just need to reach pass that structure and there will be a building we need to get in. That is where Kyubey is being held prisoner."

As they were walking, Homura was a little hesitant in what to do. Steadying her shield, she wondered how she could approach the Incubator. Jack could notice her worry and try to speak to her.

Jack Darby: "Hey! Everything all right with you?"

Homura turned to him and could tell that he was concerned. So she spoke to him about her worries.

Jack Darby: "Hey! Everything all right with you?"

Homura turned to him and could tell that he was concerned. So she spoke to him about her worries.

Homura: "Yeah… I'm fine… It's just that I'm just a little nervous in rescuing Kyubey because…"

Jack could tell what she was going to say and he said it for her.

Jack Darby: "Because you and Kyubey had a grudge."

The Magical Girl sighed and knew that was what he's referring to.

Homura: "Yeah… You can say that. When I went back in time to stop Madoka's fate, the one variable was the primary target. Kyubey… To that, I try to take him out many times to stop him from making a contract with her. Of course, considering he has many copies of himself, it was rather difficult in stopping him. When Madoka made her wish that would effectively alter the Magical Girl spectrum, Kyubey and I had a mutual relationship. Course, we still had some gripes between each other in the past, we tend to work together. Now that he's captured, I don't know if he and I could trust each other."

Jack sighed and reminded her that it doesn't matter.

Jack Darby: "Okay, I get it. You and Kyubey share a completely rocky history together. But you both understand the situation you are all in. The faith of Magical Girls are on the line and we have to save him before the Cons do something worse to them. He knows it, the same you know it. And besides, I sure you both forgave each other in the past. I'm sure what happens when we rescue him, you can leave all that you went through behind."

The veteran gave a deep sigh and hope that would be the case.

Homura: "Maybe you're right. But after what I had to go through, it will be a long time before all has been forgiven."

As they were walking, Quvey was getting closer to where Kyubey is being held captive.

Quvey: "Okay… We're here."

Once they went pass all the debris and toppled structures, they entered a huge courtyard that resembled the entranceway of some huge facility. It was a huge structure with multiple towers in a pyramid shape with the highest one having the Decepticon insignia on the top and huge stair case leading up to the entrance with two holo Con symbols that were fizzing in and out. Arcee looked up to the facility and realized where they are.

Arcee: "Scrap… This can't be good."

Smokescreen looked to the building and wondered what she was talking about. Looking to her, he asked what's going on.

Smokescreen: "Huh? What is it Cee? What are we looking at?"

The femme soon explained to the group where they are standing.

That is the Deception's Science division, a facility that houses the most dangerous and deadly weapons during the war. All of which owned and operated by Shockwave himself."

Jack soon approached her and asked how she knows of this.

Jack Darby: "And you know about this place, because…"

The two-wheeler soon looks down to her partner and answered his question.

Arcee: "Because Cliff and I were taken here when we were held captive by Starscream. He wanted to know where Optimus's location was and took us here to extract that Intel. Wasn't really fun for us, that's for sure. Now I'm back here, rescuing a creature that holds every secret the Cons we'll use against us. This is going to take a while to find him."

Quvey soon looked to the facility and told her that it would be easy.

Quvey: "Actually, it won't be too hard. If I am right, Kyubey is imprisoned up on the top floor of the main building in front of us. Over there."

He used his bunny like ear to point to the main building of the facility to show where he might be. Arcee looks to the top and knew where that is.

Arcee: "In Shockwave's lab. Of course he would place the Incubator in his private laboratory. Always likes to have his way with is precious tools. We all better get up to the top floor and save the creature. Let's hope we don't run into any trouble alone the way."

But just as she said that, they could hear a familiar voice coming from the entranceway.

Shatter: "Oh, I wouldn't be too sure about that."

They immediately heard that and got into battle position, knowing that the femme spoke too soon. Getting into battle position, they could see Lockdown and Shatter walking out of the entrance and down the steps. Seeing the two, Smoke turned to her and knew she jinxed it.

Smokescreen: "A bit too late for that, Cee."

The two-wheeler ignored him and cut right to the point.

Arcee: "Shatter… Lockdown… Should've guessed you come back for another round."

Lockdown crossed his arms and was not amused.

Lockdown: "Is that so? Well, the last time you fought, I heard Shockwave crushed you. I'm surprised that you are still standing."

Arcee could tell that they were quite surprised that she's still around. Though she is limping a little, she can still fight. Not to mention that she has the Apex Armor strapped to her back. Feeling cocky, she decided to retort his statement.

Arcee: "Well, consider me lucky. Now step aside! Or do you want to go another round."

Shatter knew she was talking about her and laughed it off.

Shatter: "Are you serious? After what Shockwave put you through, you still want to fight? Don't make me laugh!"

Cee knew they were stalling and has to hurry. So she decided to threaten them on the worse case scenario.

Arcee: "Believe me when I say this. Even wounded, I can still fight. So why don't you step aside, or this beat down would be worse then you last."

The two cons looked to each other and Lockdown told her that it would be a no go.

Lockdown: "No can do, Arcee. Shockwave instructed us that there would be no interruptions while he is busy working. Which means, we won't let you interfere in his work."

Smoke soon approached her side and found that amusing.

Smokescreen: "Really? Two of you, against the two of us? That seems like a fair fight. We'll take you two on easily."

The two turned to each other and couldn't help but to snicker about it. They soon turned back to them and told them that it won't be easy.

Shatter: "Oh… I wouldn't be too sure about that."

She soon raised her servo and brought it down to signal something. Just then, a huge gang of Vehicons drove around the courtyard and surrounded the four. They soon transformed and armed their blasters right at them. The Autobots and humans could see the situation around them.

Smokescreen: "Uh… Yeah… Guess I spoke too soon, huh?"

Homura took out her M4 Assault rifle loaded with armor piercing bullets and agreed with the Elite Guard.

Homura: "Yes. You definitely jump the gun on this one, Smokescreen."

And so, the fight commences on both ends.

---

At the ruins of the Autobot Academy, the two recruits and the two Magical Girls were defending themselves against Dropkick and his army of Snipercons. The group started to fire their sniper blasters and hope to kill them all in one shot. Quickly, Strongarm armed her polarity gauntlet and pointed to the metal debris behind her. All that debris was covered in an orange hue and levitated up in the air. Turning to the armada, she moved the debris in front of them and uses it as cover, letting the projectiles hit the metal surface and not them. Dropkick noticed that and was somewhat impressed by that.

Dropkick: "Hmm… Pretty clever… But you know that won't last forever."

Mami soon jumped out of cover and got her arms together.

Mami: "Is that so? Well why don't we wrap this up quickly!"

Outstretching her arms out, multiple muskets appeared around her and they all ignited, firing a bombardment at the group. Dropkick noticed that and warned the others to get into cover.

Dropkick: "Incoming!"

He and the others run for cover as the projectiles hit the ground and bombard the area. Once the area was cleared, Mami landed on the ground and turned to the other to tell them to get going.

Mami: "That will only hold them off temporarily, we need to fall back and hide until we can find a counter strike."

Cadet lowered the debris, as the group knew it was too many for them to take on themselves. Kyoko looked at the area and noticed that there's no way in getting out of this.

Kyoko: "Yeah… Not going to be easy. There's a long of open space, not enough cover. We're pretty much sitting ducks."

Strongarm heard that and looked back to see the ruins of the school.

Strongarm: "We'll take cover in the school. It is a wreck, but most of the facility is still in one piece. Plenty of places to hide in."

The rest of them looked to the school and decided to take the option.

Sideswipe: "Well, beats being exposed out here. Let's get in there!"

Soon enough, the recruits and Magical Girls rushed into the damaged facility and hoping for a best place to hide. As they left, Dropkick and the others got out of the cover from the multiple bombardments and saw the four entering the ruins. Seeing that, he told the group that they need to follow them.

Dropkick: "Those Autobots and fleshlings are heading towards the academy. After them! Find them! I don't want them joining the others in Kaon!"

The group soon stormed into the academy, beginning the search for the first half of the group.

---

Meanwhile, the second half was having their own problems. All around them, the Vehicons were shooting at the group taking out the other four members. The group needs to get into cover as Homura grabbed Jack's hand and used her time shield to freeze time and move to someplace safe. At the same time, Smokescreen grab hold of Cee's hand and activated his Phase Shifter. They soon ran to a nearby cover as the projectiles phase through both of them. They soon started to phase into metallic debris that acted as cover around them while getting themselves protected from the onslaught. At the same time they made it into cover, Jack and Homura were beside them as they got through a small opening while freezing time to get past the attack. Jack looked through the opening and could see the Cons continuing to fire on their only cover.

Jack Darby: "I hate to say this, but I'm afraid we're pretty much stuck between a rock and a hard place.

The femme heard her partner and agreed with him.

Arcee: "And I hate to admit it, but you're right. There's no way for any of us to get into that building without getting blasted to bits. We must find a way in getting in there and stopping Shockwave from extracting all the Intel from Kyubey. Anyone got any ideas?"

Homura peeked into the opening too and decided on a plan.

Homura: "I have an idea. But I need you three to trust me on this."

The three looked to the veteran and wondered what she has planned for the Cons.

Arcee: "Okay… We're listening."

---

Outside, the group continued to fire so they can strip the cover out of them. Meanwhile, Shatter and Lockdown look to the sight and could tell they have nowhere else to go.

Lockdown: "Hmm… Foolish… What hopes do they have in getting into such a flimsy cover like that?"

Shatter crossed her arms and answered him very honestly.

Shatter: "It's a cowardly hope, Lockdown. They think they can rise up against us, yet in the end, they are in over their heads. And this… This is a good enough example. It really makes you wonder how they were able to last long."

The bounty hunter looked at the scene and calculated how long they will be hold up.

Lockdown: "And judging by the flimsy cover they have, it would only take a few breams to remove. Heh… This is too easy."

As soon as he said that, small blasts appeared on the Vehicon's faces and they were blinded by it. What really happened were that multiple flash bangs begin appearing and they were detonated the moment they appeared. The Cons were temporarily blinded by the blasts as the two watched on.

Lockdown: "What? What just happened?"

Shatter looks at the scene and was confused about it too.

Shatter: "Huh?! Looks like they were blinded. But how's that possible? I didn't see any flash bangs near them."

When the triple changer thought of that, she could hear a voice from below.

Homura: "I'm going to give you a good guess why?"

The two heard that voice and look down to see Homura standing there with her shield armed and an unarmed flash bang she was juggling. Lockdown noticed her and realized who it is.

Lockdown: "You…"

The Magical Girl chuckled and reminded him of whom she is.

Homura: "Yes, it's me. You're looking for a rematch."

The Bounty Hunter was seething and decided to pick up where he left off.

Lockdown: "Oh, we are going to have the rematch, but this one is going to be your last.

He soon armed his head cannon and fired a shot right at it. But just as the he was about to fire, the time shield was activated and with a snap, she vanished just mere seconds before the shot. He fired on the spot and it exploded, leading to a small crater where she once stood. Shifting his head back, he wondered if he finally got him.

Lockdown: "Did I get her?"

Just as he asked that, two flash bangs appeared in front of their faces and Shattered answered before they could detonate.

Shatter: "Apparently not…"

The grenades soon exploded and blinded them in a bright light. Once all the Cons were preoccupied, Homura and Jack suddenly appear at the front door of the science facility. The Darby look to what Homura did and was impressed.

Jack Darby: "Hmm… Flash bangs, huh? Not a bad choice."

Homura crossed her arms and was happy that she pulled it off.

Homura: "Sometimes a good offense is a good defense."

The two Cons managed to rub the flash from their eyes and turned to see the two humans at the front entrance. Homura soon waved them off and told them that it was fun.

Homura: "Well, hate to leave in a hurry, but we got an Incubator to save."

The two soon headed to the entrance as the front door automatically opened up for them. Seeing the two leave, they have to stop them before they ruin Shockwave's plans.

Lockdown: "After them!"

They were going to give chase to them until they got hit by two blasters in the back. Feeling that, they turned around and noticed the Arcee and Smokescreen still standing.

Smokescreen: "Sorry, bucket heads. If you want to get to them…"

Arcee: "You have to beat us!"

The femme was holding the Apex Armor in her servo and decided to take them all on. Placing it on her chest, the gears started to turn and metal plating moved across her body. Pretty soon, she was in her full armor and got into a stance for a vicious brawl. The Vehicons have their sights recovered, but saw the two-wheeler in all that heavy armor. Meanwhile, Lockdown and Shatter look to the situation and wondered what to do.

Shatter: "So… Now what? Should we go after those fleshlings?"

Lockdown thought about it and decided to focus on the main threat in front of them.

Lockdown: "No… The guards inside will handle them. Let take care of these two now before backup arrives."

He soon armed his head cannon and rockets while Shatter got her chainsaws revving.

Shatter: "With pleasure…"

The Autobots looked to each other and were ready for a fight.

Smokescreen: "Well, Cee? You think we can do this?"

Arcee: "Until the rest of the rescue team gets here, we have to hold them off for as much as we could. Let's hope Homura and Jack save Kyubey in time."

The armada soon armed their blasters and were ready for a second shootout. The two bots have their relics at the ready and went on ahead in charging in.

---

As that was going on, the two humans were making a mad dash to the wrecked halls of the Science Division, approaching a huge statue of Shockwave with a spark in his servo. Jack saw that and was a little creped out by it.

Jack Darby: "Sheesh… And I thought Megatron had an ego. This Shockwave guy is certainly something."

The two were heading to the elevator until they were stopped by a couple of Airadicons on the balconies with blaster turrets and two Tankicons on the ground in their defensive position with their shields up and their cannons armed. The two stopped and surveyed the odds, knowing that they won't get past them without a strategy.

"There they are! Open fire!"

They soon fired their turrets while the Tankicons fired rocket shells at them. With little time, Homura grabbed his hand and activated her shield, letting them vanish completely. The projectiles hit the spot, but missed them completely. The group could see that and didn't know where they were.

"What the- Did they just disappear? Where did they go?"

As they were wondering about that, Homura and Jack reappeared in the column not far from the group. Jack looked at the guards blocking the door and knew that it wasn't going to be easy.

Jack Darby: "Man… Talk about some security. There's no way we can get past that."

He soon looked to his hand and wished he could fight in some capacity.

Jack Darby: "Really wish I had my blasters on me if I didn't have this suit on. Would've shred them to bits it if were the case."

Homura looked to him and could tell that he feels useless with his weaponry. But even if it were the case, it wouldn't matter with the firepower the Cons are packing. So she assured him that she'll handle it.

Homura: "Even if it were the case, it wouldn't make much a difference. You won't stand a chance against them even if you try. Here, let me handle it."

With that, she turned on her shield and vanished away completely. Back with the group, they started to wonder if the two haven't escaped or flee.

"They couldn't have gotten far. Split up and fan out. They have to be found."

Just as one of the drones said that, a young girl's voice came from behind.

Homura: "Oh, I wouldn't be too sure about that."

He heard that voice and turned around to see where it was coming from. That's when he noticed a ton of detonated charges with only a few seconds left. Seeing that, he groaned and didn't like the odds.

"Scrap…"

The moment the charges reached to zero and they all blew up completely and took out the first half of the turret group. The other half saw that and found that completely surprised.

"Whoa! What was that?!"

Homura soon appeared on one of the turrets and checked to see how to work this.

Homura: "Now, how do I work this thing?"

One of the drones noticed it and told everyone that she was there.

"It's one of those humans. Shoot her down!"

They soon fired their turrets right at her. She soon jumped down and started to fall. Taking out a grappling hook from her shield and fired it up and the hook latched onto one of the handles. She soon rolled it back and she went up and grabbed a hold of handle. When she stepped on a button and fired a lot of blaster shots blindly. The group on the other end immediately saw that and ducked down, with one of them got shot in the head and was shutdown. The Magical Girl saw that and knew how to handle it.

Homura: "Oh… So that how it works."

So she used her hook to fire it at the nearest column and latch on to it. Getting herself into position, she pulled and the turret for one end to another. Using her back heel to hit the button, she fired the turret and it sprayed energy projectiles at the other end. The group peeked up and saw the lone turret firing right at them again.

"Oh slag! It's coming back!"

The group ducked down to avoid the projectiles as a few stray shots started to take down a few more drones. One of them yelled to the Tankicons to fire back.

"Heavy artillery! We got a fleshling getting a hold of our turret! Focus your fire on that!"

The Tankicons heard that and pointed their cannons right at the balcony. Homura soon noticed it and had to think fast. As soon as they fired their cannons, the gears on her time shield started to spin and snap, freezing time as the rocket shells were near her position. Letting go, her magical wings appeared and flew high into to air, heading straight to the wall. Landing on the wall, she ran up to it and the Con emblem and was behind the Tankicons. Getting into proper position, she took out an M19 55 M Rocket Launcher and fired two rockets right at the back of the two. Once she landed on the other end, she is ready to finish off the fight and the time shield disengaged. When time returned to normal, the Tnakicons rocket hit the balcony she was on as the two rockets Homura fired hit their backs, shutting them down completely. The drone saw it go down and couldn't believe what he saw.

"Whoa! You guys saw that? They were just blown to bits while they fired. How did that happen?"

But as he asked that, he could hear the Magical Girl from behind.

Homura: "I think you already know the answer to your own question."

Hearing that, they turned around and could see Homura standing there in an archer position with her shield that just turned into her trusty bow. Pulling it back, a magical purple arrow appeared and she gave them a stern final warning.

Homura: "Never mess with a Magical Girl."

Letting go, the arrow was fired and split into multiple projectiles, the exact number of remaining drones. All those arrows pierced them through the spark chambers and knocked over the balcony and fell flat on their backs. Jack approached the mess and whistled to himself.

Jack Darby: "Got to say, that's quite a workout you did with them. Makes me think that we didn't need to rest of the team."

Homura jumped down off the balcony and landed in front of him, letting him know about the mission.

Homura: "Even if it's just me, I wouldn't stand a chance and I would be wasting all of my magic with those two Cons out there along with that armada. I'm not ready to go. Not yet at least."

When the battle was over, Quvey, who survived the onslaught and went into hiding, came out of the blue and told the two to hurry.

Quvey: "We better get going. I can feel Kyubey's anguish. No doubt he is about to fess up."

The two look down to the defective incubator and looked to each other in agreement.

Jack Darby: "He's right. We better hurry and save him before it's too late."

Homura gave a simple nod and got the message.

Homura: "Agreed."

The two soon headed to the lift with Quvey following behind. Once they reached it, the magical Girl spread her wings and flew up to the panel, hitting the top floor where Shockwave's lab is. The three soon made the ascend to the top; hoping the others will be all right on the ground.

---

Back in Iacon, the recruits and Magical Girls made into the wrecked remains of the academy and was running through the desolate hallways. As they were running, they could hear some Cons approaching their position.

"Hurry up! I think I can hear some movement over here."

Kyoko stopped and turned to hear the voice on the other end.

Kyoko: "Crap! Someone is coming! We need to hide! Fast!"

Hearing that, Strongarm looked to one of the classroom doors and told them to get in there.

Strongarm: "In here!"

Using her polarity gauntlet, she pulled the metal door open and gestured to the group to get inside. They all quickly got in as the cadet followed suit, getting the door back to its proper place. Once they hid in the classroom, a few Snipercons passed it and wondered where the bots and girls were.

"Hmm… They couldn't have gone far. Spread out and start searching! You find them, blast them! Dropkick wants to make sure they are terminated."

They soon walked past the doorway and begin the search. At the same time, Sideswipe peeked through the little opening to see if they are gone. Seeing them leave, he sighed in relief and was glad they were gone.

Sideswipe: "Okay. They left…for now. Though, I got the feeling that it will be a matter of time before they start searching the classes."

He turned to see Strongarm looked out at the window while the two veteran girls were sitting on the highly technical desks with visible screens; most of which were turned over or some of the screens were shattered. Approaching the cadet, he asked her what she was thinking.

Sideswipe: "What were you thinking, Strongarm? We were supposed to be with Arcee and the others to stage this rescue. But you had to decide on taking a detour to see your school. What did you think would happen, huh? That the school would be in one piece and you classmates are still online? We were at war, Strongarm! No one is safe, not even trained cadets!"

The cadet has heard enough and turned back to complain.

Strongarm: "I know that! Do you think I don't know what would happen if I come here? I knew the one place that I grew up in would be destroyed like everything else. I just… Just hope that everything is left in one piece."

She soon took a deep breath and decided to apologize to everyone.

Strongarm: "Look, I'm sorry I didn't stay on the path and we're all now in this mess. But now, I have a way in getting out of this."

Hearing that, the three heard her and wondered what she's up to.

Kyoko: "Oh yeah?! What is that?"

She soon got her holo screen up and showed the map of the academy before the attack happened, skimming through where to go.

Strongarm: "I remember before the Iacon attack that the top scientists in the Autobot Science Division was working on a new weapon that can take down some cons. From what I heard, they had two prototypes in the armory of the academy for a test run. If we can obtain those weapons, we might get out of this nightmare and regroup with Arcee and the rest of the team."

Swipe shrugged it off and decided to trust her.

Sideswipe: "What the pits… Anything is better when it comes to what we're up against. So… Where are these prototypes?"

Checking her map, she searched through the armory that housed them.

Strongarm: "The higher-ups placed the prototypes in the armory and were planning to test them after graduation. Course, that didn't happen since the Decepticons attacked Iacon before hand. If I remember correctly, the armory is located… There!"

She soon pointed at the armory that's located.

Strongarm: "It's in the back of the academy. Far… Far from here."

The red mech heard that and groan in defeat.

Sideswipe: "Oh… I see… So we need to head all the way back through the academy, while a Triple Changer and his army of snipers haunt us down. Yeah… That seems fair."

The cadet groaned and told him that they have no choice in the matter.

Strongarm: "I don't like our odds as much as you do, Sideswipe. But if we are to get out of this, we need those prototypes. Unless you want to stay in here and wait for the Cons to find us."

He shrugged it off and decided to trust her, with the given circumstances.

Sideswipe: "Well, whatever you say, I can trust you on that. But getting there is going to be a glitch. How are we going to get to that armory with snipers searching for us?"

That's when Mami stepped in and had an idea.

Mami: "Lead that part to us. I believe I have a plan to keep them busy."

Kyoko heard that and approached her, wondering what she's up to.

Kyoko: "What are you planning, Mami?"

The girl turned to her former student and smirked.

Mami: "You remember when we were working together on our diversion tactics?"

Kyoko heard that and remembered those tactics they both made while they were partnered together. With a smirk of her own, she knew where this was going.

Kyoko: "Oh yeah… Now you're speaking my language."

---

Down in the halls, two of the SniperCons were searching around the area for any sign of the four intruders. One of them looked right at the open doorway and checked the class, but didn't see anyone in there.

"Nope! Room looks clear. What about you?"

The other Con checked the next classroom and didn't see anything either.

"No… Nothing on my end. We're pretty much running in circles here. You sure they fled in the school grounds? If I were to guess, they would've taken a small passage through one of these leaked openings and fled the area."

The other soldier searched the next classroom and responded back in kind.

"Impossible… They all fled through the wreckage and are in hiding. Even if they all got out, the snipers around the perimeter would've shot them down and called it a solar cycle. No doubt, they are hiding somewhere in this wretched school grounds. We have to search every part of the school, even if we have to tear it all down to do so."

As they were searching, someone appeared in the halls and got their attention.

Kyoko: "Hey! Bucketheads!"

They all heard that voice and turned to see who was calling them out. That's when they could see Kyoko standing there with her spear behind her head, tapping on it with her shoulders with a cocky grin on her face.

Kyoko: "You two looking for someone?"

The drones could see the girl and realized who it is.

"It's her! It's one of those fleshlings! Get her!"

That said, Kyoko immediately ran off and jumped from one place to another, leading them somewhere.

Kyoko: "You two better catch me first!"

The two saw her leave and decided to chase her down.

"After her!"

The two quickly followed her, hoping to catch up to her in time. As they were leaving, Strongarm peeked her head out and could see them already gone.

Strongarm: "Okay, the ghost is clear."

The two recruits soon got into that hallway and looked around to see where to go.

Sideswipe: "Well, you're the femme with the map. Where should we go?"

The cadet checked her map again to see where they need to go to get to the armory.

Strongarm: "Hmm… Let's see… If we head down this hall, we might head to the armory in no time."

Swipe nodded and decided to hurry.

Sideswipe: "Then what are we waiting for? Let's go!"

He soon ran off and headed down the hall. The cadet saw him leave and told him to watch out.

Strongarm: "Hey! Wait for me! We still have Cons patrolling the school you know."

So she followed him and the two raced down to the Armory. But as they were picking up speed, they both made an abrupt stop and saw that they were blocked off. In front of them, the ceiling caved in as debris and twisted metal blocked their straight path. Seeing their path blocked off, they knew that it was going to be too easy.

Sideswipe: "Well, that's just great. Our straight path appears to be blocked off by debris. Bet you didn't see that one coming huh."

He turned to Strongarm, wondering where to go. The cadet gave a huge sigh and checked for an alternate route.

Strongarm: "Well, the academy was badly damaged when the Cons attack this place. So no one ever thought of cleaning it all up from the start. No worries, there are other ways in getting to the Armory. It would be tedious, but we will be able to get there as soon as we can. Now then… Where is the best route to get there?"

She soon walked away, looking for an alternate route to the armory. Sideswipe looked to the rubble and groaned annoyingly, knowing he has to tolerate with the cadet's directional experience.

Sideswipe: "Terrific… That's what I need… More exploration. I just hope those Magical Girls can keep the Cons preoccupied. I don't want to have a run in with them while we find this place."

With his Immobalizer armed, he soon followed her and hope of finding these prototypes.

---

At the same time, Kyoko was jumping off walls left and right while avoiding the shots that would've hit her. While at the same time, the SniperCons kept on shooting her and missing her a lot.

"Slag it! She's too fast! There's no way we can hit her!"

The other one saw her getting away and decided to go after her.

"Forget about shooting her! We better grab her before she's gone! Go, go!"

The two soon started to run to the hallway and turned to where she went. At the same time, Kyoko kept jumping on the walls of the hallways and on the floor, getting a good enough distance from the Cons. Looking back, she could tell that she was well ahead of them. But when she turned back, she panicked and immediately stopped dead in her tracks. In front of her, is a caved in hallway with no other way out.

Kyoko: "Oh, you got to be kidding me!"

Just then, the two cons saw her and had her trap.

"There you are!"

"Nowhere to run now, you son of a glitch!"

She turned around to see them running towards her, with their sniper blasters armed and ready to fire. The Magical Girl quickly spins her spear and got into a stance to fight. But as they were getting closer, she smirked, knowing that the plan was running smoothly. They kept on running, not knowing what she has planned for them.

"You can't escape us, fleshling!"

But as they were passing one of the opened classrooms, everything went into slow motions as in that classroom; Mami was standing on top of a huge musket cannon, ready to be ignited. The two soon started to turn to see the girl and realized what they walked themselves into, as they said in unison.

"Oh frag…"
"Oh frag…"

Mami soon waved her hand and the weapon's nozzle started to glow while she said her favorite words.

Mami: "Tiro Finale!"

The igniter soon hit and the cannon fired a huge projectile at them, blowing them up on contact and send pieces and energon flying about. Kyoko shielded herself from the blast and her suit was covered in energon. Seeing the end result, Mami stepped out of the classroom and waved to her. Kyoko gave a chuckle and was glad her former teacher's plan worked.

Kyoko: "Damn… That was sick, Mami. I really missed tag teaming with you. This is just like old times, right?"

Mami soon approached her and warned her of the situation that they now got themselves into.

Mami: "Don't celebrate just yet. That blast was loud enough for the entire school to hear. That means trouble will be coming our way."

By the time she said that, three more sniper cons soon came down the hall and saw the two girls walking with the remains of their brethren laid waste. Seeing the girls, the pointed their blasters right at them and gave them a fair warning.

"You two! Drop your weapons and surrender!"

Kyoko looked to the three and gave a sigh. Banging the slat end of her spear, multiple red circles appeared on the ceiling above the threat and multiple spears came out and down to the three. None of them knew what would happen and they were all sliced in multiple places. They all soon broke apart and they were all scattered across the floor. Mami turned to see the spears slice them before rising up and disappeared into the red circles. Turning back, she could see Kyoko smiling behind her glass faceplate.

Kyoko: "You call it trouble. I call it a sport."

The two soon ran out of the hallway to get anyone that heard that blast.

---

As one half of the group was busy with the Con unit at the academy, Arcee and Smokescreen were having their own fun with the other unit. The Vehicons started to shoot at the two with their blasters, however, they were having some trouble with them. For one, Smokescreen had his Phase Shifter on and the blaster shots phased through him and didn't kill him. Using his blaster, they fired right at the first couple and shot them in the chests, pushing them back and shutting them down. Then he could see, the next group coming in and firing right back at him. Seeing his, he transformed into his racecar and drove ahead, swerving to avoid the shots. Getting close to them, he made a quick drift and knocked them down by their pedes, having them land flat of their back. While in vehicle form, he turned his phase shifter back on and drifting into the wall, phasing through it. The group saw that and wondered where he went.

"What the frag?! Where did that Mech go?"

But they were easily distracted as a huge digit tapped on his shoulder. Feeling that, he turned around and saw Arcee in her Apex Armor, as she winded back and deliver a knock out punch on him. He was sent flying and got the other Cons attention. Turning to her, they fired their blasters right at her. But the shots were proven fruitless as the projectiles ricochet off her heavily plated armor and barely damage her. Running up to them, she delivered one punch or kick to each member and they were taken down easily. See, with her still recovering, she would rarely stand a chance against an armada. But with the Apex Armor on her, she is completely indestructible as she can take down anyone with one hit. She soon lifted up one Con and holds him in the air, turning to toss him to a group of Cons that was clustered together. Once they were down, she looked around and asked if there's anyone else that wish to fight with her.

Arcee: "Well? What are all of you waiting for? You all wish to pick of fight with me? Come and get me! I'm right here!"

By the time she said that, she could hear jet engines from above. Looking up, she could see a Harrier Jump Jet flying overhead. It soon turned around and fired multiple missiles right at her. The femme quickly shielded herself as the missiles hit her and blew up on contact. But when the smoke cleared, Cee was still standing as the armor protected her from the blast. Looking at herself, she smirked and never thought she would survive that.

Arcee: "Huh… I'll be slagged. This armor is tougher then it looks. I should really feel like keeping this for a while longer."

The jet soon flew over and around, coming back down for another go. Heading down to the ground, it transformed and turned into a 1971 Plymouth GTX, speeding right towards her. Getting into a huddle position, she grabbed the front of the car and lifts it up. With one quick heave, she lifted the car and tossed it high into the air. That car soon transformed into Shatter and landed right on the pedes, getting herself into a serious stance. Looking up, she was surprised she can do that with that armor.

Shatter: "Mmm… Not to shabby. That armor your packing certainly got some very powerful metal. Can definitely absorb some heavy damage. Wonder if I can get my hands on it."

Cee knew that she was eager to take her down. Getting into a stance, she was ready to fight her.

Arcee: "You want this armor, you going to have to tear it off me."

Shatter heard her and was eager to do that.

Shatter: "If that's the case, so be it."

Her servos shifted to chainsaws and they started to spin, ready to take her down. She charged in and was ready for an attack. Cee lifted her arm up and blocked the first strike. The blades connected and sparks started to fly off the metal. It didn't penetrate the armor, but it will take time. And time is something she cannot afford. She soon pushed the chainsaw down and Shatter nearly looses her balance. She quickly regained it and swung her other chainsaw to the two-wheeler. She soon blocked it off with her other arm and let the sparks fly from the impact. The Triple Changer soon let go backed up to thrust both her chainsaws right to the mechanism that operates the Apex Armor. The femme saw that and has to react. Quickly, she used both hands to block the two melee weapons as they were near the mechanism. While a normal servo would be easily cut, but with the armor on her, it was impossible to cut. Soon as she held on, Arcee positioned her legs and lifted the triple changer upwards. With a quick twist of her body, she flung her up in the air and let go of the blades. Shatter flew high in the air and immediately transformed into her jet mode and turned to target the Autobot. She soon fires her machine guns on her wings and hit the femme. Cee quickly crossed her arms defended herself against the bullets as they bounced off her and hit in all directions. But as she was trying to defend herself, Lockdown saw her easily distracted and took this opportunity to take her down.

Lockdown: "That femme knows her way around a fight. I find that commendable. Stupid…"

He soon shifted his face into a cannon and aimed it right at the heavily armored bot.

Lockdown: "…but commendable."

He charged a shot and was about to blow her to pieces with the armor inside. But just as he was about to fire, he heard the sound of an engine from behind as Smokescreen came out in his vehicle form and his Phase Shifter still active. Turning around, he could see the Elite Guard and decided to target him instead. Quickly, Smoke disengaged his Shifter and jumped off a ramp of a piece of metal that was sticking out. Almost instantly, he rammed the bounty hunter into the gut and took him down, while he fired a shot and completely missed him. During the spear, Smokescreen transformed and pinned him to the ground. Once he was able to get him down, Lockdown reverted his cannon into his face. Looking at the youngster, the bounty hunter remember that move pretty well.

Lockdown: "Well, well, well… Such skills. You are quite talented from a warrior. I take it you are trained by the Elite Guard, are you?"

The Bot was taken back by it and never thought he knew of it.

Smokescreen: "What? How… How do you know I'm Elite Guard?"

That got Lockdown's attention and decided to tell him straight away.

Lockdown: "Isn't it obvious? I face Elite Guard soldiers for stellar cycles; I know their move sets pretty well. But by the looks of it, you are a little green in your combat. I take it that you never had any on field experience in your time. Did ya?"

That got the Elite Guard hot and told him to shut it.

Smokescreen: "Hey! That doesn't concern you!"

Course, while he was complaining, Lockdown was getting his hook out and was slowly getting ready to strike. But he needed to have the Autobot completely off guard and went on talking.

Lockdown: "Oh, but it certainly does. I know that the Iacon council was desperate into recruiting younger mechs to join the force. The fact that they rush training and have them graduate so soon without proper preparation. Not to mention having some of them watching streets and handling tedious work so they won't get dragged into the fight. Such a surprise that the Decepticons went on a full frontal assault on Iacon and everyone was caught by surprise. There is an old saying. Never leave your guard down. You may never know when your enemy may STRIKE!"

Once he said that, he used the hook to pierce Smokescreen on the thigh. The Elite Guard felt that and screamed in pain. That soon led to the bounty hunter head butting his captor to keep him in a daze before using his leg to free himself from him. The Bot tumbled a little before regaining his footing. Looking to his leg, he could tell that there was a gash on his leg and was leaking energon. It's not as serious as it looks, but would keep him immobile for a while. Looking at this, he groaned and knew this was going to be bad.

Smokescreen: "Slag it! Should've known he would go so far as to trick me like that. Have to be more careful next time."

Course, he completely forgot about Lockdown as he got up and decided to finish the job completely.

Lockdown: "Unfortunately for you, there won't be a next time."

He soon armed his cannon face and rockets and fired all of them close to his pedes. The impact of the blast cause the Elite guard to get pushed back and tumbled around for a few moments before transforming and speeding away. The bounty saw him leaving and wanted to stop him as best as he could.

Lockdown: "You can't escape me!"

He soon started to fire his rockets right at him as they flew towards his direction. The Elite Guard quickly swerves and drifts into many directions, hoping not to get hit. As he was doing that, he armed his phase shifter to escape from the onslaught. The moment he passed through a metal wall, he disappeared and was nowhere to be seen. Lockdown saw him gone and decided to go all out.

Lockdown: "Hide all you want. You can't escape me!"

He soon fired more rockets and they all hit in random directions, destroying the courtyard and any remaining drone that is still standing.

---

Inside the facility, the Vehicons guarding the floor Shockwave and Starscream was on heard all that and was a little bit worried.

"You guys hear that? Sounds like there's fighting going on out there. You think the Autobots are already hear?"

One of the drones waved it off and told the other that it didn't matter.

"Who cares?! We have Shatter and Lockdown out there with a squadron of Cons. Besides, it's not like anyone is foolish enough to come up here without preparation. They're pretty much outnumbered against us."

When he said that, they could hear the lift rising up as if someone was coming. Everyone turned to the doors where the lift is at and was surprised someone passed through security.

"Hmph… You are saying…?"

The Vehicon looked at the doorway and told the others to get ready.

"Scrap! I knew this peace was going to be short lived. All units, surround lift access! When the doors open, you know what to do."

The group soon surrounds the door and armed their blasters, aiming right at whoever is coming out. When the lift stopped moving, they knew that they're there and the door opened both up and down. No one, Autobot or human, was in the lift as the group looked on in confusion.

"Huh? That's strange… Where is anyone? I thought someone would be on that lift. Maybe it's malfunctioning or something."

The one leading the charge soon walked into the lift and find that to be impossible.

"Impossible! Someone has to be on that lift and it only goes up to Shockwave's lab. Maybe it stopped and they went to the previous floor before this one for maintenance. Either way, they need to be found. I want a unit down the maintenance floor. We need to find them and…"

He soon heard beeping before finishing his statement and looked down to see where it's coming from. Looking down, he could see what look like a detonated charge with gas cans around it, enough to blow up and entire elevator lift. It soon came to the realization that this was all a diversion.

"Scrap… Lucky clankers…"

The detonator soon exploded and the gas cans caused a chain reaction to engulf the lift in flames. The blast pushed the group back as the lift and torn and destroyed, dropping the drone in there for a ride. The remaining drones recovered from the blast as they heard a crash from below and one of them headed straight to the opened doorway. Looking down, he could see the fiery remains at the bottom floor with a cooked Vehicon laying there in burning, melting, metal. Looking at the devastation, he never thought that would happen.

"Wow… That's some drop… Never thought the bots would be clever to diverse us and blew up the lift in the process. We need to find those bots and give them some payback."

But then, they all heard a voice from behind and caught them by surprise.

Homura: "Don't bother…"

They heard the voice and turned back to see Homura with her bow and magical arrow at the ready, with Jack behind her.

Homura: "We're already here."

She soon let go of the string and the arrow flew right to them, splitting into a number of arrows and hitting all of them in the spark chambers. Once they were all down, Homura relaxed and was glad that she took care of the first brigade.

Homura: "That was easy. Didn't think those drones would fall for that."

Meanwhile, Jack felt a little woozy and was trying his best to regain his balance. Homura turned to him and could see that he was adjusting to her time manipulation.

Homura: "Hey! Are you okay, Jack?"

The Darby waved it off and told him he's fine.

Jack Darby: "Yeah… I'm all right… It's just that I'm not use to your little time freezing abilities. Hell, I'm still getting use to bridging, even if it's deep in space."

Homura rubbed the back of her head and apologized to him.

Homura: "Sorry about that. Not everyone gets use to my time manipulations. But once you get the hang of it, it will come normal. Now come on, Kyubey is close by. We need to find him and rescue him now before it's too late. Quvey, do you have a lock on his presence?"

Quvey, who was behind Jack's legs, look to Homura and told her that he is near.

Quvey: "He's close… I can feel him in constant pain and… Oh no…"

The two heard him and knew something was up.

Jack Darby: "What? What's wrong?"

Quvey looked to the Darby and feared the worse.

Quvey: "It's worse then we thought. The Decepticons are not torturing Kyubey, they're trying to kill him for Intel. And it looks like they are going to use some drastic measures to get it."

---

In the lab, Shockwave made the final adjustments to Cortical Psychic Patch, as a means to extract the Intel from Kyubey one way or another. Finishing his work, he left his work table and showed the commander what he accomplished what he promised.

Shockwave: "Task has been completed. The modified version of the Cortical Psychic Patch has been successful."

Scream looked to the modified version of the patch and wasn't impressed. It looks like the usual Psychic Patch, but has an installed helmet what fits the Incubator's head on one end while he connected an onboard computer on the other end. Seeing this, the commander crossed his arms and wasn't at all impressed.

Starscream: "Yes, yes… All nice and all… But I don't see the purpose of helping us gaining Intel on these special fleshlings and their magical powers."

Shockwave soon approached Kyubey's cage and reminded him of what he's planning.

Shockwave: "Have you forgotten what I just said? With the helmet attached to the patch, we can extract the information from this creature's head and it will automatically download into that console, where in turn can be sent to the Nemesis's main computer. From there, Megatron will have what he needs and will use it to his own advantage. It is the most simple of tasks even you can accomplish."

The commander rolled his optics around and decided to cut to the chase.

Starscream: "Well, it's one way to explain it, it's another to show it. Place that thing on the creature's head and let's get this over with."

Hearing that, he nodded and decided to get started.

Shockwave: "As you wish."

He soon approached the cage where Kyubey was already weak from the continuous electric shocks. Opening the cages top, he placed the helmet on his head and approached the console to begin downloading. Kyubey soon turned to the science officer and begged him to stop.

Kyubey: "Please… Stop… You don't have to do this…"

Shockwave finished initiating the sequence in his console and looked at the Incubator before giving out his rebuttal.

Shockwave: "My apologize, tiny creature. But Megatron's orders are to understand the new threat that's in front of him. Even if it means killing you to do so, then so be it."

He soon pressed enter as the computer started the download. It was then that the helmet was activated and Kyubey was feeling a massive headache. He could feel all the knowledge of Magical Girls is being extracted from his head and was downloading into the console to be sent directly to Megatron. Once it started, he contacted Soundwave and let him know what the information is on its way.

Shockwave: "Soundwave, the Intel Megatron requested is being download and sent to you main computer. Stand by for the transfer."

Once he's done, he looked to the screen and check on the progress bar. Seeing it in a slow and steady move, he could tell that it would take some time.

Shockwave: "Hmm… It would seem the information within this creature is much bigger then I've imagined. It would take a while for the download to be complete."

Scream groaned and could tell that would be the case.

Starscream: "Well, what do you expect? This creature could've lived through eons by the looks of it. No doubt, his knowledge would be eternal. Can you at least quicken the pace? Megatron isn't the patient one, you know."

Shockwave looked to him and assured him of the warning.

Shockwave: "I can quicken the process. However, if I speed the download, the creature would expire. And let me assure you, I cannot interrogate a corpse."

Starscream groaned to tell him to hurry.

Starscream: "Well, hurry up on that, will ya? We wait any longer and the Autobots would come to rescue that fuzzball. They could be at the door any minute now."

Just as he said that, he could hear one of the drones on the comm. followed by a lot of blaster fire in the background.

"Commander Starscream! We have a situation here!"

Hearing that, he groaned and demanded what is going on.

Starscream: "What is it this time? Speak up!"

---

At the hallway, a group of Cons with some blasters and turrets were on constant watch as they got some action and attacked who was coming. The one leading the group tells him of what situation they currently have.

"We have three intruders heading to Shockwave's lab. One of them is attack up and is moving so fast. We can't stop her!"

Just as he said that, an arrow flew and blew his head up on contact. At the same time, Homura was flying around with her wings and with her bow, firing multiple arrows to them. The cons kept on shooting at her, but they seem to have not got into contact. Going upside down, she pulled the string back and fired a barrage or arrows raining down on them. The managed to avoid some of them, but the others didn't stand a chance. She landed on the floor and looked to see the turrets aiming right at her. Seeing them, her bow morphs back to her shield and the gears begin to turn. Time stopped when the projectiles were near her body. Flapping her wings, she flew to the turrets. Taking out a bunch of timed grenades, she hit the button and dropped one after another to the turrets, freezing the moment she dropped them. Flying away, time resumed and the grenades blew up and destroyed the turrets. The rest of the Cons immediately fired their blasters, trying to hit her as much as possible. She flew around and kept on dodging the blaster shots. Pulling out a heavy BR55 rifle, she froze time and fired multiple armor piercing bullets at each of them. Getting behind them, time resumed and their bodies turned into Swiss Cheese, destroying them completely. She soon got back to heading to another group of Cons and was fighting against them. At the same time, Jack and Quvey looked on and could tell that she was having her time.

Quvey: "Wow… I find it surprising that Homura Akemi will risk everything to save someone she desperately despised."

Jack looks on and knew what she's risking.

Jack Darby: "I can't blame her. The fate of all Magical Girls hangs in the balance. Even if she hates him, she knew that Kyubey has so much knowledge of Magical Girls. And if the Cons gets all of it, who knows what they plan to do with them."

She continues her assault and got her rocket launcher out to fire a rocket right at them.

---

In the lab, Starscream heard the noise on his end and tried to contact anyone outside.

Starscream: "Is anyone there?! What's the status?! Come in!"

Hearing nothing but static, he knew that something bad is happening out there.

Starscream: "Scrap! Cannot get into contact with the guards. But by the sound of it, it seems that we have intruders in this facility."

Shockwave heard that and thought about the two triple changers and the bounty hunter.

Shockwave: "If it were the case, then where are Lockdown, Shatter, and Dropkick? Surely they would know of any intruders coming in during their investigation."

Thinking of that, Scream contacted Lockdown to see what his status was.

Starscream: "Lockdown, come in. We have intruders in the science facility and are on their way to the lab. Why weren't they stopped?"

He soon heard Lockdown's response on his end as he was trying to take someone out.

Lockdown: "I'm well aware of it, commander!"

---

Outside the facility, Lockdown was firing his missiles, trying to take out a certain Autobot, while speaking to Starscream.

Lockdown: "But I have my servo full on this Elite Guard scum!"

On the other end, Smokescreen was driving around the courtyard, avoiding all the rockets as possible. While he can drive around, fighting won't be easy as his leg was still damage from the surprise attack of the Bounty Hunter. But that won't matter, as he will do whatever in his power to take him down. He soon noticed a badly damaged building and decided to hide from it. Speeding through the courtyard, he avoided the missile strikes from Lockdown's launchers. Using his Phase Shifter, he phased out of the courtyard wall and into the damaged building. Lockdown looked at building that look damaged enough to fall, and decided to take it out.

Lockdown: "Trying to hide from me, coward. That building will be your tomb!"

His face shifted into a cannon and fired on the weaker structures that was holding them together. One shot after another, he took out the weak pillars that were exposed. When they were taken down, the part of the building started to topple and began to fall. As it was falling, the bounty hunter started to notice something up on the side of the falling building. Turns out, it was Smokescreen as the Elite Guard phase out of the wall and was surfing the building like a surfboard.

Smokescreen: "Cowabonga!"

Lockdown watched on and realized that he could be in big trouble.

Lockdown: "Frag me!"

Turning around, he started to run and transformed to drive away. He was at a good enough distance, only for the building to crash behind him and the impact and the dust pushed him and caused his vehicle mode to fly off the floor and flew in the air.

---

Meanwhile, Shatter was dealing with Arcee in her Apex Armor. Flying around in her jet mode, she turned in many directions and fired her blasters on her wings. Unfortunately, she was having some trouble as the projectiles ricocheted, but barely damaged the two-wheeler since she has her Apex Armor on the whole time. Looking up to her, she asked if that was all.

Arcee: "C'mon! Is that the best you got? Hit me with all of your arsenal!"

Feeling pissed, she decided to go all out and turned around. Targeting the Autobot, she launched a bunch of missiles right at her and was hoping to take her down. The missiles hit the cyber ninja along with the rest shooting around her. Seeing that, she flew down and landed on the ground and transformed, wondering if she took her out.

Shatter: "Did I get her…?"

Approaching the flames, she checked to see if she was able to destroy her. But as she was going to do that, a metal fist came out of the flames and hit her right in the face. The triple changer was caught by surprise, and was pushed back, flying feet away from her. Landing on her pedes and backing up, she deployed her chainsaws and they were spinning, looking for an opening from her opponent. As she was looking, she could hear Scream's voice on the comms.

Starscream: "Shatter! Lockdown is having trouble with one of the Autobots. Get down there and help him and return to the lab. We have intruders approaching the entrance."

Shatter heard him and told him that she has her servos full.

Shatter: "Really wish to help, but I'm a little preoccupied at the moment."

Looking ahead, she could see Arcee stepping out of the flames, completely unharmed due to the armor be flame resistant. Pounding her firsts together, the femme wasn't impressed with her weak attack.

Arcee: "Hmph… My turn…"

With that, she charged in and wind back to deliver a heavy punch. Shatter managed to dodge it by bending back and swung one of her chainsaws at her. The femme blocked it with one arm and used the other to deliver an uppercut to the chest plate. The Triple Changer let go of the hold and jumped back, getting some good enough distance to charge in again. Jumping up, she spins her body and the chainsaws were acting like a hurricane. Seeing that, Cee got both her arms up and blocked the assault, nearly knocking her balance and sparks coming out of her armor plating. The Con soon stops spinning and alter her body to deliver a swift pushing kick and make her loose her balance. Flying in the air, she turned into her GTO and landed on her tires, speeding away. Meanwhile, Arcee was groaning as she slowly started to get up. Looking around for the threat, she could see Shatter going into a 180 back to her and going Maximum Overdrive to ram her and the armor down. Getting into a goalie stance, she managed to grab the vehicle by the front grill and was holding her own. She soon lifted her by the front tires and used her strength to keep her up.

---

As the fight went on in Kaon, at the academy in Iacon, the snipers were scanning the hallways, looking for the two recruits and Magical Girls. Looking at the block hall, one of them sighed and knew that they weren't there.

"Looks like another dead end. There's no way the four would be here. Let's back track and searched the next sector."

The two turned around and were about to search another area, unbeknownst to them that someone already set a trap for them while they weren't looking. As they were walking, one of them asked about what happened to some of the drones.

"Hey. Have you heard from the other search groups?"

The SniperCon shook his head and wondered about it.

"No… I haven't. Never got a word from them since we split up and spread out. It's just a simple search for two younglings and two humans. What could be the problem?"

The second drone reminded him of the humans.

"Maybe it has something to do with those rumors we've been hearing about the humans."

The first one shrugged it off and finds that hard to believe.

"Oh, please… Two young human femmes with strange powers? Do you believe in slag like that? Where is the proof?"

By the time he asked that, the two got caught by what looked like invisible ribbons tied into a noose on the floor. When they stepped on them, the ribbons appeared and the trap was sprung. That caught the two and they were lifted up high and left hanging. They were struggling to escape and wondered how it happened.

"Whoa! What the pits! Who sprung this trap?!"

That's when they could hear the voice of Kyoko close by.

Kyoko: "Let me give you a guess. It's the answer to your first question."

Looking up, they saw Kyoko standing on one of the two huge spears with Mami on the other. The rebel Magical Girl gave a peace sign and told them her farewell.

Kyoko: "Sayonara, dip shits!"

With that, they jumped off the spears and they thrusted to the two, piercing them in the spark chambers. As they were killed, Dropkick was on the comms of one of the dead drones and asked what's going on.

Dropkick: "Search party 12, what is your status" … "Search party 12, come in! Did you find those Autobots and humans?" … "Answer me, slag it!"

---

Outside the academy, Dropkick was trying to contact any search party looking for the rest of the team, but got nothing but static. Hearing not a single peep, he knew that something went down.

Dropkick: "Blast it! Another unit down. What was that, the fifth one this nano click. Unbelievable… What's going on in there?"

Just as he was about to make his decision on what to do next, he could hear Starscream giving orders to him on the comm.

Starscream: "Dropkick, we have a situation. Shatter and Lockdown have been predisposed of and we have intruders getting close to the lab. Return to the science facility in Kaon and back us up!"

The triple changer heard him and groaned, responding to him with his own situation.

Dropkick: "Commander, I would love to help. But right now, I have my own problems to deal with. I lost some of my drones in the ruins of Autobot Academy where those two recruits and the humans are hiding in and I got the feeling that those four must've terminated them. I need to go in there and check to see what's the hold up. You're on your own."

Scream heard that and didn't like the tone of his voice.

Starscream: "Dropkick, this is a direct order! Don't turn off the comm. on me you son of a-"

But he already turned it off and turned to the others to give them their orders.

Dropkick: "I'm going to the Academy to find those four. All of you will remain here incase they decided to come out and snip them. I won't let them escape me."

He soon jumped down and headed into the ruins, hoping to find the four before they could escape.

---

Back at the lab, Scream was getting aggravated and tries to contact Dropkick again.

Starscream: "Dropkick? Dropkick?! Pick up!"

Hearing that all of them were pretty much disposed got angry enough to topple a tray of torture tools. Shockwave noticed his anger and told him to calm down.

Shockwave: "I can see that our guards are preoccupied with their own issues. You shouldn't need to worry about that."

The commander turned to the scientist and was irate at that reaction.

Starscream: "I shouldn't worry? Three Decepticons are busy dealing with their own problems while we have intruders approaching the lab. And you're telling me to not worry?"

The science officer soon explains to him that they won't get near.

Starscream: "Commander, even if they approach the lab, they had to go through the smelting room that I use for my failures. They won't be able to reach the area from there."

Scream glared at him and didn't like his tone.

Starscream: "And how will that make me feel comfortable? We are on the verge of gaining the Intel Megatron needs to understand this new threat and use it against the bots and we have the very enemy at our doorstep. I'm going to contact Soundwave and request back up."

He was going to contact the Intel Officer until the scientist stopped him.

Shockwave: "That won't be necessary…"

He soon started to walk away and left the lab through another door. The commander saw him leaving and was curious in what he is doing.

Starscream: "Shockwave? Where do you think you're going?"

He answered the best of his abilities.

Shockwave: "To get the back up you requested."

He soon left the lab as Scream looked on in pure confusion.

Starscream: "Back up? What back up?!"

---

As he was asking that, Shockwave, walked down the long and eerie hall to reach the huge doors to a secret project he had been working on during the war. Approaching the terminal, he placed her servo on the scanner pad to get entry. After a few short seconds, the doors started to part as the science officer stepped in. Upon entering, he saw multiple containment vats that was filled with liquid. Inside the liquid were strange creatures that were Cybertronian in nature, but something completely different. Most of the vats were filled with failed projects, but three of them looked to be primed and ready for battle. Approaching the one in the middle, he went to the control console and hit the button to awaken his project. The liquid in the vat slowly started to drain as the metal creature begins to stir with its optics beginning to glow an eerie yellow.

---

At the academy, Sideswipe and Strongarm was walking down one of the halls to reach the weaponry vault. So far, they went through one dead end after another, knowing that the school is starting to become a maze. As they were searching, Strongarm got the feeling that they are in the right direction.

Strongarm: "C'mon. We're getting close."

Sideswipe heard her and groaned in annoyance.

Sideswipe: "Argh… That's what you said the last couple of times. And those last couple led to dead end after dead end. You really suck in directions, you know that?"

The cadet turned to the former criminal and told him that she couldn't control the situation.

Strongarm: "Well, excuse me if every hall we took can lead us to a dead end. But don't blame me. This academy was attacked and most of the school was demolished. I can't control what is caved in or not. Besides, I got the feeling this is where the can reach the vault."

The red mech groaned and knew she said that as well.

Sideswipe: "That too is what you said the last couple of times."

The officer rolled her optics around and told him to be quiet.

Strongarm: "Shut it…"

As they were reaching the hallway, they could tell that they were at the end. They was no blockage or a single dead end, but an actual end of the hallway. Seeing this, the two stepped out of the hall to see a huge room with a security office. But at the end of it, there's a vault in the end that lead to someplace. Looking right at the vault the cadet knew that they were at the right place.

Strongarm: "This is it! That's the armory! That's what we need to get those prototypes."

Sideswipe looked on and was somewhat impressed.

Sideswipe: "Okay, I must admit, the tenth time's a charm. But now we have to focus on finding a way in."

Looking at the security station, he decided to see if they could gain some form of access. Approaching the station, he checked to see if they could get in. Looking to this, he soon noticed that the controls were badly damaged.

Sideswipe: "Scrap. The controls are damaged. There's no way I'm going to open that vault."

Hearing that, Strongarm looked to her gauntlet and decided to open it a different way.

Strongarm: "Then it looks like we're going to have to open it the hard way."

She soon armed the weapon and pointed it at the vault. The door soon started to glow orange and was moving a bit, but wasn't strong enough to pull it off. So the cadet increased its power and pulled the gauntlet back more. The vault started to shake violently as the hinges were about to break. Sideswipe noticed it and was a little concerned over it.

Sideswipe: "Uh… Strongarm…?"

The cadet was struggling and told him to be quiet.

Strongarm: "Not now!"

With one final pull, the vault was ripped from the wall and flew to the security controls. The red mech saw that and immediately ran and ducked out of the projectile. The vault smash through the security controls and was ripped apart on contact. Looking at the destroyed checkpoint and the vault impacted on the wall, he turned to Strongarm with a shocked look on her face and complained completely.

Sideswipe: "What the frag was that? You could've terminated me with that vault. Was that on purpose or something?"

The cadet turned to him and apologized for once to the former criminal.

Strongarm: "Sorry. This was just an accident. Didn't know this polarity gauntlet can pack quite a punch. Still, at least we were able to get into the armory. C'mon, lets find those prototypes."

She soon walked into the vault and started to look for the prototypes. Sideswipe soon started to get up and was still aggravated about that stunt.

Sideswipe: "An accident… Sure… Keep telling you that."

He soon walked into the vault after her and hopes to find what they're looking for. What they didn't know, is that someone saw them coming in and got them where he wants them.

---

Meanwhile, in the huge courtyard in the middle of the academy that's mostly an outdoor training course, the Snipercons were walking around to find any sign of the bots or girls. Searching around, they could tell that they're nowhere around. Checking the area out, one of them turned to the others and told them to keep moving.

"Area's secured. Let's get back into the school and find them there."

The other one sighed and was getting bored.

"Man, this is boring. I sign up to destroy some Autobots. I'm not here to play hide and seek on some younglings, Cybertronian or human."

Just as they were walking, magical circles appeared and pointy spears slowly came out of the ground. But none of them notice it as they were complaining.

"I swear, this search is getting tedious. Why are we wasting time looking for some young glitches? There not all that threatening to me if they aren't soldiers."

"I don't know… We haven't heard word from any of the other search parties. No radio contact at all. Maybe we underestimate them."

"Oh, they are just lucky. There's no way they will get the upper hand on-"

But he was soon silent as the one leading them noticed something was up.

"What's that? Were you going to say something? I swear you were finishing with getting the upper hand of them? Hey, do you hear me?"

He turned around as the other looked to see what happened. What they saw horrified them as they could see half the group shishkabab by red spears. Seeing that, they were completely shocked at the sight of it.

"What the-? What happened to them?!"

The leader looked at the sight and got the feeling that trouble is close by.

"I don't know… But I got a feeling that the group could still be around. Spread out! Find them! They could not have gone far!"

So the group started to spread and searched the area again for the Autobots and Magical Girls. But as they were searching, Mami and Kyoko were on the roof of the academy, looking at the dirty work the rouge Magical Girl did.

Kyoko: "Ha, ha, ha! You see that? You saw the look on those faces? Those tin cans didn't see that coming from under them."

Mami looked to her work and was impressed.

Mami: "Oh, Kyoko, you always like to fight dirty. But sometimes you need to fight smart in order to be the victor."

Kyoko looked to her and wondered what she's going on about.

Kyoko: "What? Are you trying to teach me something after the last time?"

Mami soon got up and got her hand in position to do her part.

Mami: "Just want to show you how to get rid of all of them in one hit, since you didn't do all of them."

With a quick wave multiple huge cannons appeared behind her and they were armed to obliterate the rest of the group.

Mami: "Now, watch and learn, Kyoko. You might use it in your own combat."

She was about to fire on all of them, until a shadow appeared on the ground and whizzed by really quick. Kyoko saw that and stopped Mami from shooting.

Kyoko: "Wait! Did you see that?"

Mami blinked and didn't know what she's talking about.

Mami: "See what? I didn't see anything."

Kyoko stood up and told her that she saw something.

Kyoko: "I swear, I've seen something flying above us."

The veteran sighed and told her that she's seeing things.

Mami: "You're just imagining things, Kyoko. There's nothing to worry about."

But just as she said that, they could hear a roar coming from above them. The red Magical Girl turned to her and told her that she wasn't seeing that.

Kyoko: "Oh yeah… Clearly I didn't imagine that."

Mami looked up at the sky and noticed something above them. Something really big.

Mami: "What the…"

At the same time, the drones saw that huge creature as well and as one of them finished what she was saying.

"…frag is that?"

Just then, the creature launched a fiery beam and everyone was caught off guard. The drone soon warned everyone to leave before they get torched.

"Everyone! Run!"

But it was too late as the beam hit the middle and destroyed the court with the drones burned in the process. The force of the blast caused the girls to get pushed off the room along with Mami's cannons. They both skidded to the stop as the cannons vanished into nothingness. Groaning, the two got up and rubbed their sore bodies from the source of the blast.

Kyoko: "Hey… You all right…?"

Mami groaned a little until she looked to her former student and told her she's fine.

Mami: "I'll manage. What was that?"

They soon heard a roar from above as something was coming down to them. Kyoko looked up and readied her staff for a serious bout.

Kyoko: "I don't know… But I got a feeling we're in for a serious fight in our hands."

Mami soon readied her musket and was ready for one hell of a battle. The creature soon landed on roof on the other end of the courtyard and the two got a good look at it. It appears to be some type of bird dog like hybrid creature in blue and silver armor with a yellow headpiece and wings on its back. To them, it looked Cybertronian in nature, but it was something completely different. Seeing that, Mami knew that Kyoko was right.

Mami: "Indeed… This is going to be a serious fight."

The creature screeched as it fired a beam out of its beak.

---

At the courtyard of the Decepticon science facility, Lockdown started to search through the wreckage of the building he took down that Smokescreen was currently in. No doubt, the fall would've terminated the Elite Guard in an instant. But giving that he has the Phase Shifter in his possession, no doubt he survived. But he needs to check to make sure that the Autobot is still around or not. With his hook ready, he tried to coax the bot out of hiding.

Lockdown: "All right, Elite Guard. Where are you hiding? Come on out so we can fight. Though I don't think you are close to fighting, considering how injured you are. So get out here so we can finish this."

Course, what he didn't know is that Smokescreen was hiding behind the huge pieces of debris, trying his best to find an opening and exploit it. Peeking to the side, he could tell that he won't rest until he finds him and terminates him.

Smokescreen: "Man, this bounty hunter is no pushover. He knows my moves in and out and exploits it as a means to wounding me. I just need to find an opening to take him down now while I can. Hope all this cover can help me."

What he didn't know is that he slips his pede into nearby debris and tapped his foot. That in turn led to some metal pieces dropping to the floor. Smoke heard and looked to see that he made a mistake. The Bounty Hunter heard that as well and knew he was there. Turning to the spot, he decided to attack now while he has time.

Lockdown: "Fool! You can't hide from me!"

He soon armed his cannon on his face and fired a powerful shot. That shot hit the spot Smokescreen was on and blew it up in a million pieces. Reverting his cannon back, he looked on and thought it was over.

Lockdown: "There… That should do it."

Course, what he didn't know is that Smokescreen managed to escape that attack and found an opening he needed. Almost immediately, he phased from behind the bounty hunter and went right into the attack. Lockdown felt that and turned to see him pouncing on him. He had little time to react as he was speared and with the phase shifter on, passed into multiple debris. Once they were out of the demolished building, they were out in the open courtyard and tumbled into each other. Once they let go of each other, the two got back to their pedes and were a distance away from each other. Lockdown soon gave the charge and used his hook blade to go for his head. Smokescreen, with his wounded leg, can't get much of movement so he had to defend on where he stands. When the bounty hunter got close, he swung in any direction to finish him off. Smoke soon bended and twisted to avoid any damage while using his punches to hit him in the face and body. Yet it won't be enough as the bounty hunter was too tough to fight. He looked to the Elite Guard tactics and wasn't amused.

Lockdown: "That's it! Keep punching me. It won't do you much."

Smoke avoided a few more punches and swings and wondered how to get out of this predicament. But then, he noticed something from behind and thought of a plan to escape this mess. Turning on his Phase Shifter, he stood his ground as Lockdown swung his hook blade, only for it to phase through it. He saw that and was slightly impressed.

Lockdown: "Clever… But you know that won't last. You think that relic will stop me?"

Smoke shrugged his shoulders and answered as bluntly as possible.

Smokescreen: "No. I just need it incase an unfortunate accident happen to you."

Lockdown blinked and was confused by that statement.

Lockdown: "Accident? What accident?"

Turning around, he noticed a red GTO hurtling towards him. With shock and little time to avoid, the two collided and pushed towards the Elite Guard, who had the Phase Shifter on as the two phase through him. The tumbled on the ground while the vehicle transformed into Shatter. The two soon lay on the ground and were in a daze from their opponents.

Shatter: "I take it the bot you faced was too smart for you, huh?"

Lockdown soon look to her and groaned in anger.

Lockdown: "Don't push me."

Just then, two shadows appeared over them as there stood Smokescreen and Arcee, who was still in her Apex Armor. Turns out, what Arcee did was lift Shatter in her vehicle mode up, swing her around, and threw her towards the Bounty Hunter. That in turn led to the Cons defeat. Smoke look up to the femme and thanked her on a job well done.

Smokescreen: "Thanks for the save, Cee. Didn't know how it will play out with me immobile."

The two-wheeler looked to him and smirked.

Arcee: "To be fair, I was having my own fun. Besides, you have things under control, as it seems."

She looked up to the demolished building that crashed into courtyard and could tell that the Elite Guard got a little messy. Smoke could tell that she wanted an explanation and showed her the wound Lockdown brought on his knee.

Smokescreen: "Hey! That Bounty Hunter wounded me. I had to improvise."

She crossed her arms and could tell that was a bit extreme.

Arcee: "Uh-huh… Sure… That's some way of improvising."

The two soon heard Shatter, as she was still hurt from the last attack.

Shatter: "Well…? What are you waiting for? If you want to finish this fight, finish it."

The two looked down to the downed Cons and wondered what to do with them.

Smokescreen: "So… What should we do with them? Terminate them and knock them out?"

Cee thought about it and had to come to a decision.

Arcee: "Well, whatever we do, we better do it fast. Homura and Jack are still that that facility and they could need back up now more them ever. Let's wrap this up and reunite with them ASAP."

Hearing that, the Elite Guard knew what to do.

Smokescreen: "Thought you never asked."

He soon armed his blaster and charged it up for the finishing blow. But just as the two were about to finish the job, something swooped in and grabbed the two. The two Cons saw it go down and were confused about what transpired.

Lockdown: "Uh… What just happened?"

Shatter blinked and was baffled as him.

Shatter: "I have no idea."

Meanwhile, Cee and Smoke were caught off guard and were being carried by some other huge creature. Still completely frazzled, the two started to wonder what is going on.

Smokescreen: "What is happening?! What's going on?!"

Arcee heard that and was shocked as him.

Arcee: "I don't know. But we got to get out of this predicament before we are taken for a ride. Blast it's claws!"

Hearing that, Smokescreen got two of his blaster up and armed them.

Smokescreen: "You don't have to ask me twice."

He continued to shoot at the legs, trying to free themselves from the grip of the creature. After enough hits, the creature shrieked and let them both go. The two started to fall and headed down to the courtyard close to the demolished building. Arcee quickly started to adjust herself and landed on her armored pedes and thankfully, the armor prevented her from getting damaged. Outreaching her arms, she grabbed hold of Smokescreen and held him in a bridal form. Smoke looked up and find this moment to be a bit awkward.

Smokescreen: "Well now… This is rather embarrassing. Normally, it is the sire who is holding the carrier and not the other way around."

Cee heard that and told him that now wouldn't be the time.

Arcee: "Keep on joking, Smokescreen. Now's not the time for laughs."

They soon heard the roaring from above and could see that they could be in a bit of trouble. Letting go of Smokescreen, he landed on his rear before getting into a battle stance. Looking up, they could see what they're up against. Flying around, they could see the creature landing on part of the building, just so they could get a good look at it. It looks like some kind of dragon in dark blue and white paintjob that fades to blue in the middle. With sharp wings on the side, a spiked tail at the end, and sharp purple claws, it looks like a ferocious Cybertronian beast. Seeing it, they knew that they would be in for a risky fight.

Arcee: "Cause by the looks of it, we got a huge fight on our servos."

The beast soon leapt off the building and took flight. Soaring towards them, its throat warmed up and spit a fireball out of its mouth letting it head towards the two.

---

Inside the science facility, Jack and Homura were running towards where Kyubey is being held captive and were getting closer to him. So far, they took down the security Shockwave had and is making a B-Line to the end of the hall. Quvey, who was on the shoulder of Homura, told them that they were getting near.

Quvey: "There! Through that door! We're getting close."

Homura: "Seeing that, Homura told Jack to keep pushing."

Homura: "Keep moving! We have to save Kyubey before the Cons expose the secrets of the Magical Girls."

They were able to reach the end of the hall and the door opened for them. But just as they left the hallway, they immediately stopped at the edge of the catwalk. Looking down, they noticed they were back outdoors and on a huge catwalk for the Cons to walk around. But below it, they saw what appears to be a pool of hot lava underneath them. They blinked and found that to be a bit shocking.

Jack Darby: "Whoa! That was close. Why the Hell is there some sort of lava pit in this building?"

Homura look down to the pit and thought of that too. Curious, she took her pistol out of her shield and dropped it into the pit. Watching the pistol sink into the lava, she figured what it was.

Homura: "My guess, it seems to be some kind of smelting room. They use the scrap metal to melt it into reliable resources. Quite creative, if I do say so myself."

Jack blinked and was a little scared.

Jack Darby: "Yeah… Very creative indeed. Just as long as you watch your step, I think you won't be burned to death. Quvey, are we getting anywhere near Kyubey?"

The defective Incubator heard him and told him there to go while pointing his arm like ear at the location.

Quvey: "Not far. Just into that building over that."

The two looked to that said building on the other side and knew what it was.

Homura: "That's got to be Shockwave's lab. No doubt, that's where Kyubey is being held. We better get in there fast before he spills every secret he has about me and the Magical Girls."

Jack was worried and told her of what they could be up against.

Jack Darby: "But we don't know what we're up against in there. Arcee said that Shockwave is a dangerous, yet wise Con. We have no clue what tricks he has against us."

Homura took out her MP40 rifle and loaded it ready for a fight.

Homura: "Well, we are about to find out."

They were going to head down to the building to rescue the Incubator. But before they go take the charge, they heard some serious roaring coming from above the dreary skies. Looking up, they noticed something was flying across the skies and over the smelting pit. Jack looked at what's flying around and fear that what Shockwave has is already here.

Jack Darby: "Well, you don't have to wait. Cause what Shockwave's cooking is coming to us!"

The creature flew around before landing on top of the building they were planning to get into. It was then that got a good look at the threat and could tell that something that's far beyond their control. It looked like one of the two creatures the Autobots and the Magical Girls encountered, but it is far bigger then the other two. It's in the form of a ferocious dragon with a dark purple and dark gray paintjob and when it roared, it spreads its orange wings which were super wide and spread for miles. The two starred at the beast's glowing yellow eyes and were concerned of what it's capable of.

Homura: "What in the name of Madoka is that thing?!"

The dragon like creature flew upwards and was ready for an attack.

Jack Darby: "I don't know… But I got the feeling this is going be the worse for us."

When the dragon took flight, its chest started to glow and traveled up its throat. That's when it launched a huge fireball at them, thus beginning the difficult nightmare for the group.

---

So I'm going to stop here. Yeah, that's right. This is another cliffhanger. Sorry about the abrupt ending. But considering that this chapter is getting too long, I had no other choice but to stop it there. However, stopping this chapter can give you quite an even more exciting chapter with new characters you just read. I'm pretty sure you know what I'm referring to. Plus, this can extend my polling on what types of Magical Girls will fight with the Decepticons.

*static*

"And Doki Doki Literature Club will be chosen."

*static*

Shit! That again. This is starting to get very annoying. Sorry about that. These interruptions are starting to become frustrating. Anyways, continue to vote. We will get the results on the next chapter so I can begin setting up the following the chapter. As well as the next chapter in general as the Magical Girls and the Autobots face the most dangerous force then the Decepticons, the Predacons! Oh yeah… This is going to be one of the most exciting chapter out there. Please Review. #WherearetheGoodCartoons?