Little Manitou Falls, Wisconsin.

The Decepticons were preparing for their final face off with the Autobots. Soundwave, Berserker, Hooligan and Mohawk were instructed with escorting Shockwave to safety.

"Get Shockwave out of here!" Starscream said.

"Alright, Alright no need to yell at us!" Hooligan replied to Starscream.

"I am perfectly capable of defending myself Starscream!" Shockwave explained.

"It matters not, if Megatron says that you must be escorted to safety then you. Must. Be. Escorted. To. Safety!" Starscream replied to Shockwave.

"Now get him out of here!" Starscream yelled.

"But what about Nitro?" Mohawk asked concerned for his friend.

"Nitro is staying behind, he's going to help out Blackout and Onslaught with their frontal assault!" Starscream explained.

"You mean I have to be one of the first Decepticons to attack and therefore I get easily killed before anyone else?" Nitro asked. Starscream quickly grabbed Nitro by the throat and proceeded to strangle him. "Do not question my commands ever again! Now—MOVE!" Starscream yelled, Nitro didn't reply but simply flew away to meet up with Blackout and Onslaught.

"Take care homie!" Mohawk said his goodbyes to Nitro before escorting Shockwave away with the others. Starscream moved away from the five Decepticons and looked at the others preparing themselves for battle.

"Today is the day when the universe's greatest hero falls….and their greatest ruler arises!" Starscream said, believing that Optimus Prime will perish on this very battle and that Megatron will finally have control over the universe. Nitro flew towards Blackout, Onslaught and several Protoform Decepticons, he transformed to his robot mode and ran towards Blackout and Onslaught.

"Starscream sent me here!" Nitro said to Blackout and Onslaught.

"Stay with the Protoforms!" Blackout instructed Nitro as he and Onslaught watched below the falls waiting for Optimus and his Autobots to show up.

"I don't see him!" Onslaught pointed out noticing that Optimus is nowhere in sight.

"He will be here Onslaught!" Blackout informed Onslaught of the fact that Optimus might appear at any astrocycle (second). Deep within the trees and bushes. Optimus arrived along with the Autobots and TRF who are now calling themselves N.E.S.T. The Autobots transform and take cover near the waterfall trying to avoid detection from the Decepticons. Blackout, Onslaught and several Decepticon foot soldiers surveyed the area trying to detect any Autobots or N.E.S.T Soldiers. One of the Decepticon soldiers spots a few N.E.S.T Soldiers setting up Sentries by the waterfall. The Decepticon soldier opens fire which activates the Sentry and kills the soldiers.

"OUR COVER IS BLOWN BOSS!" Hound yelled to Optimus. Optimus looked up and realized that they must now go for a full frontal assault.

"Autobots, we need to get up there and take the Decepticons down at any cost!" Optimus said.

"But what about our original plan?" Hot Rod asked firing at the Decepticon soldiers.

"Keep firing" Blackout shouted from afar as he, Nitro, Onslaught and the other soldiers fired at the Autobots.

"Stealth won't work in our favor anymore, we need to take them head on!" Optimus said, pulling his sword from his back and charging towards the waterfall. The other Autobots follow him and they proceed to climb up the waterfall to reach the Decepticons. Their plan to climb up the waterfall soon became difficult as Onslaught and the others began to fire down at the Autobots.

"There's too much firepower boss!" Crosshairs yelled to inform Optimus, Optimus looked down at the Dinobots and the N.E.S.T soldiers and shouted "Grimlock, we need you to tunnel up there!"

Grimlock burrowed into the ground alongside Scorn and Slug in order to surprise the Decepticons while they're distracted at the Autobots.

"How long do you think it will take for them to get up there?" Hot Rod asked holding Sideswipe whose wheel-like feet make it difficult for him to climb.

"Hot Rod, I do not know!" Optimus replied dodging the bullets from Onslaught's turret.

"All that matters now is climbing up there but we need to take out Onslaught and the other Decepticons at the frontlines!" Optimus said to the Autobots.

"I got the right Bots for the job, boss!" Hound said pulling out his 4 barrel shotgun and aiming it at the Decepticon soldiers.

"Come and get some you little b*tch!" Hound yelled as he proceeded to fire at the Decepticon soldiers, killing three of them and knocking Nitro down on his feet.

"Well that just made our job a bit easier!" Dino said.

"Yeah….just a bit!" Wheeljack replied.

"KEEP MOVING!" Optimus groaned as they proceeded to climb up the waterfall.

"They're climbing up!" Onslaught yelled.

"No worries Onslaught, I have a way to bring them down!" Blackout replied charging up his EMP cannon while aiming it at the Autobots. Before Blackout could blast the Autobots with an EMP pulse, Grimlock, Slug and Scorn jumped from beneath the ground and begin snaring the shocked Decepticon soldiers in their jaws.

"WHAT?!" Blackout turns out to see the Dinobots disemboweling his men.

"BLACKOUT!" Nitro yelled as he saw Optimus fly up to their base using the rocket boosters embedded onto his feet. Optimus pulls out his ion cannon and fires at Blackout and Nitro knocking the two Decepticons to the ground while Onslaught stands still and watches his comrades being beaten. Onslaught then turns around to see that Drift and Crosshairs have made it to the top and the green Decepticon tactician engages the two Autobots. Ratchet and Wheeljack are the second duo to get up onto the cliff and engage Blackout while Nitro runs off to help Onslaught. Blackout activates his propeller blades on his right arm and swings it at the two Autobots. Ratchet retracts the buzz saw on his left arm and Wheeljack grabs his spear. Blackout swings at Wheeljack but Wheeljack deflects the blows with his spear, Blackout and Wheeljack proceed to hit each other doing no damage to one another. Blackout and Wheeljack clash their weapons and stare down at one another.

"I killed Jolt and now you're next!" Blackout snarls at Wheeljack.

"This time, I'm not holding back!" Wheeljack replies back to Blackout as he pushes the large Decepticon aside and swings his spear against Blackout's chassis. Blackout then retracts a turret from his left arm and the cannon on his chest. Onslaught proceeds to fire at Drift and Crosshairs unable to hit either one, enrage Onslaught charges at the two aiming his turret at them.

"Drift take out that turret!" Crosshairs yells.

"I'm on it!" Drift rushed towards Onslaught and pulls a backflip in front of the Decepticon, swinging his sword and severing the turret from his arm. Unable to stop Onslaught proceeds to run further towards Crosshairs who's standing by the edge of the waterfall. Once Onslaught got close enough, Crosshairs proceeds to slide under Onslaught and fire at his chest. The impact from the blasts causes Onslaught to slip and fall into the water below. Drift gets up and checks on Crosshairs unaware that Nitro was behind him. The Decepticon hunter then swings his right arm and hits Drift.

"NITRO, GO FISH OUT ONSLAUGHT!" Blackout yells at Nitro ordering him to go rescue Onslaught. This buys Wheeljack enough time to slide under Blackout and plant a boomstick into Blackout's crotch plate. Blackout feels the sharp pain and snarls due to the irritation of the boomstick's blade going through his chassis. The boomstick then goes off blowing up Blackout crotch and severing both of his legs. The explosion proceeds to go up through his inner circuitry and his spark, it reaches to his head, decapitating the Decepticon instantly. Blackout's upper torso falls to the ground and Wheeljack points his spear at the Decepticon's corpse.

"That was for Jolt!" Wheeljack says. With Blackout dead and Nitro occupied, the other Autobots manage to climb up with no trouble and join the battle firing at all the Decepticon soldiers nearby while Dino, Drift and Optimus rush at any nearby Decepticons, cutting through their chassis with their blades. Dino stays by Optimus Prime, taking out any Decepticons that get near his leader until he is pushed aside by a mass of red particles. Dino falls to the ground and rolls around for a bit, he regains his consciousness and gets back up to see the particles taking the form of a familiar figure.

"Stinger!" Dino said brushing off the dust on his arms and thrusting his blades. Stinger clenches his fist and the two proceed to fight. Dino is unable to land a hit since Stinger keeps breaking apart into particles to pull a surprise attack. Dino brushes off the hits like they're nothing and attempts to predict Stinger's every move. When Stinger goes in for another attack, Dino dodges the particles and hits Stinger when the Decepticon re-assembles himself. Dino proceeds to punch Stinger even going so far as too sever Stinger's right arm with one of his blades and before Stinger can recover. Dino jumps and hits Stinger on the head with his knee causing Stinger to collapse to the ground and slide a few inches away. Dino retracts his wrist blades and rushes towards Stinger. Dino impales Stinger through his neck and does a backflip which tears Stinger's head clean off with a piece of his spine attached. Dino pulls Stinger's head out of his blades and holds it.

"For Bumblebee!" Dino says as he crushes Stinger's head. Dino reunites with the other Autobots and NEST soldiers and begins dismembering Decepticons left and right, most of them are forced to retreat while Grimlock and the other Dinobots proceed to snare and tear them into pieces. Bonecrusher stays behind to fight off the Autobots, he engages Sideswipe. Sideswipe stabs Bonecrusher on the leg but the Decepticon shakes it off and slams Sideswipe to the ground. Bonecrusher then looks down at the Autobot and lowers his claw at him. "I'm going to enjoy this Autobot!" Bonecrusher snarls at Sideswipe. "As a medic, I'm just as good at dismantling bots as I am good at repairing!" Bonecrusher slowly starts lowering his claw towards Sideswipe's face preparing to finish him.

"Too bad you won't live long enough to see me dismantled Bonecrusher!" Sideswipe says lifting his sub-machine gun and firing at Bonecrusher's face. Bonecrusher lifts his body up and grabs hold of his damaged face while growling in pain.

"DRIFT NOW!" Sideswipe yells as Drift runs towards Bonecrusher, jumps and throws his sword at the Decepticon, the tip of the blade cuts through Bonecrusher's neck with ease, decapitating the Decepticon instantly and severing the claw on his back in the process. Drift then helps Sideswipe get up as Optimus rendezvous with them.

"Are you alright?" Optimus asked.

"Yeah I'm fine!" Sideswipe replies back.

"But there is still no sign of Megatron!" Sideswipe continues talking. Suddenly a missile lands to the ground causing the three Autobots to collapse just as Ratchet, Hound, Crosshairs, Dino, Hot Rod, Wheeljack, Break-Apart and Minedigger arrive to help them out. Optimus, Sideswipe and Drift shake off the impact and get back up, they look up to see where the missile came from and then they saw him. Megatron stood on top of a cliff and by his side stood Starscream and Soundwave (who had returned back to Megatron after escorting Shockwave to safety).

"Megatron!" Optimus snarls, tightening his grip on his sword and was not at all disturbed by Megatron's new and rather intimidating appearance. Sideswipe also gives out a death stare but not to Megatron, he was looking at Starscream. He still hasn't gotten over his need for revenge. Sideswipe was determined to get up there and avenge his brother.

"DECEPTICONS….Attack!" Megatron said, his voice was deeper and raspy, every time he talks or makes a sound it can easily be mistaken for a grizzly bear's roar. Megatron clearly has gone down, he went from a proud and respected warrior to a mere animal that needs to be put down. Optimus understood this and wasn't afraid to kill the one Cybertronian he had called a brother. Optimus didn't even mind the Decepticon soldiers charging his way. He was focused on killing Megatron and avenging the Autobots that have fallen because of him….including Bumblebee.

"Grimlock!" Optimus ordered the Dinobot leader to come. Grimlock rushed towards Optimus with Slug and Scorn behind him. "Take out the Decepticon soldiers and clear a path for us!" Optimus gave the Dinobots there orders.

"Anyway we can help?" Lennox said as he, Cade and the other N.E.S.T soldiers reunited with the Autobots. Optimus looked around for a bit thinking about how they can contribute at the moment. Optimus then came up with a way that they can help.

"Captain Lennox, we need you and the other soldiers to set up explosives around the campsite, once the Decepticons are fewer in numbers, you need to retreat and set off the explosives which will kill the rest!" Optimus said.

"Will do Prime!" Lennox replied as the soldiers started pulling out explosives from their inventories.

"AUTOBOTS…ROLL OUT!" Optimus shouted as he and the other Autobots ran towards the hill from which Megatron is standing while the Dinobots and the N.E.S.T Soldiers were killing Decepticons left and right. The Autobots began to climb in order to reach Megatron.

"Soundwave, you know what to do!" Megatron said looking at Soundwave. Soundwave nodded and fired a gigantic sound wave at the Autobots, causing to stop moving as they tried not to fall off while they were still climbing.

"Starscream!" Megatron then turned around and looked at Starscream. Starscream understood what he had to do.

"Well, well Autobot, it's time we end this once and for all!" Starscream said looking down at Sideswipe. He transformed into his jet form and flew down at Sideswipe. He rammed into the Autobot and starting flying around trying to make the Autobot drop but Sideswipe continue holding on to Starscream.

"SIDESWIPE!" Dino yelled reaching his hand out into the air.

"WE NEED TO KEEP CLIMBING!" Optimus said, Dino listened and continued climbing up the cliff. Far away from the Autobots, Starscream transformed into robot mode mid-air and threw Sideswipe causing the Autobot to slam to the ground. Sideswipe groaned in pain and started getting up, Starscream then landed behind the Autobot.

"I killed your brother with such ease, you'll be no different!" Starscream said mocking Sideswipe.

"Believe me Starscream, I'm ready for your tricks!" Sideswipe said retracting his cybertanium blades. Starscream activated a buzz saw on his left hand and the two began fighting clashing their blades at one another. Starscream landed a few good hits at Sideswipe with the machine gun implanted onto his right wrist. Sideswipe shook them off and pulled a backflip mid-air. Using the guns embedded to his back, Sideswipe fired at Starscream's face temporarily blinding him. Sideswipe then landed behind the Decepticon.

"Alright…..You ASKED FOR THIS!" Starscream turned around in anger and fired a barrage of missiles at Sideswipe. Sideswipe quickly took cover by the trees and pulled out his sub-machine guns. Sideswipe fired back and landed a few good hits while Starscream couldn't land a hit on the Autobot once with his bullets. Sideswipe then rushed at Starscream, he fired at the Decepticon hitting his chest and badly wounded him, and he then activated a cybertanium blade on his left arm and cleaved through Starscream's shoulder, severing his right arm. Sideswipe turned around and fired at Starscream, destroying his wings and causing one of his jet boosters to come off. Starscream spun from the impact before collapsing to the ground. Sideswipe moved towards Starscream to face him. Starscream was nearly unrecognizable, he remembered seeing him as a powerful and terrifying foe who instantly murdered his brother. Now he is a pathetic pile of scrap lying on the ground, spitting out energon and missing an arm. Sideswipe felt pity for him but he needed to finish the job.

"As a soldier, I would've given you a warrior's death!" Sideswipe said reloading his gun. Starscream tried to speak but the amount of energon leaking out of his mouth prevented him from speaking.

"But a walking junkyard like you doesn't deserve a warrior's death!" Sideswipe said aiming his gun at Starscream.

"For Sunstreaker!" Sideswipe pulls the trigger. A bullet flies towards Starscream's face, blasting half of his head off and killing the Decepticon instantly. Sideswipe moved his gun aside and began staring down at Starscream's mutilated corpse. Optimus and the Autobots made it to the top, they see Megatron with his back turned against them with Soundwave standing by him. Soundwave runs towards Optimus but gets tackled by Hound. Hound pulls out his shotgun and repeatedly fires at Soundwave until he falls off the cliff. Optimus looks away and turns his head towards Megatron.

"This ends tonight!" Optimus said.

"So it's as I predicted!" Megatron snarled.

"I knew that the death of your precious scout would bring you here!" Megatron said turning around to face Optimus.

"Little did you know that you have fallen into my trap!" Megatron said to Optimus.

"Your need for vengeance shall be the death of you, Prime!" Megatron continued mocking Optimus as more Autobots climbed up to back up Optimus.

"Don't get too cocky, Megatron!" Crosshairs said pulling out his guns.

"This plan of yours will fail just like all the past ones you've made!" Hot Rod said.

"Oh how blind you all are!" Megatron snarled at the Autobots.

"With the dark spark fused into my chest, I possess the power to annihilate you all instantly!" Megatron said.

"Oh really, cause if I remember correctly, Bumblebee, Jolt and I were easily able to bring you down before Blackout interfered!" Dino said, Megatron didn't reply back but continued growling like a wild animal.

"Enough talk, let's end this once and for all!" Megatron said activating his fusion cannon and pulling out his battle axe.

"AUTOBOTS ATTACK!" Optimus yelled, all the Autobots charged at Megatron attacking him from all sides. Megatron fired back and swung his axe but kept missing.

"STOP THE TIME!" Hot Rod yelled firing his time-stopping missiles. Megatron quickly reacted and blasted the missiles before they could reach him. He then jumped towards Hot Rod and swung his axe, he hit the ground but the impact made Hot Rod fall to the ground. Hot Rod pulled out Bumblebee's hammer and used it to block Megatron who swung his axe at him again. During their standoff, Hot Rod kicks Megatron which makes the Decepticon leader move back. Hot Rod gets back up on his feet and engages Megatron. Drift and Crosshairs arrive to back up the young Autobot. Drift severs one of Megatron's shoulder blades before he is grabbed by the face and tossed aside. Drift accidentally hits Hot Rod and Crosshairs causing them all to fall off the cliff. Break-Apart then engages Megatron, breaking apart and hitting him from all sides with his limbs before re-assembling himself and firing Megatron. The bullets do little damage and Megatron swings his axe at Break-Apart. The axe cuts through Break-Apart's chest and the Autobot falls off the cliff as well. While Megatron is distracted, Dino pounces on Megatron and punches him on the face repeatedly. Megatron tries to shake him off but Dino has too good of a grip as he's holding onto the Decepticon's tusks. Dino then proceeds to pull at Megatron's tusks, breaking them off and damaging Megatron's mouth guard. Megatron then punches Dino in the stomach and slam him to the ground. He then swings his axe and hits Dino's left arm. He pushes one of the sharp edged further into Dino's elbow in order to pin him to the ground. This breaks Dino's arm in the process. Hound then tackles Megatron and proceeds to punch him.

"You're going down b*tch!" Hound said as he began wrestling Megatron. Megatron grabbed Hound by the waist and threw him aside while Dino tried to push the axe out of his arm. Dino succeeded in doing so but he couldn't move his arm and had to crawl away. Megatron pushes Hound towards Dino causing him to roll and hit the Autobot spy. Both Hound and Dino then fall off the cliff. When they reached the bottom, Hound got up and escorted Dino to safety with Sideswipe accompanying him while Hot Rod, Crosshairs and Drift fought off the remaining Decepticon soldiers. Ratchet, Wheeljack, Minedigger and Optimus all attacked Megatron at once trying to bring him down but to no affect. Megatron fires at Optimus which pushes the Autobot leader aside. Megatron then turns around and fires at both Ratchet and Wheeljack which instantly causes them to fall off the cliff. Megatron then simply grabs Minedigger by the face and throws him off the cliff. Megatron then picks up his axe and turns to face Optimus for their last stand.

"One shall stand…." Optimus said

"One shall fall!" Megatron replied back. The two rushed at one another clashing their blades either one unable to lend a hit. Megatron manages to slash Prime's chest but makes very minor damage to the Autobot. Optimus hits Megatron but does no damage and the impact causes the sword to fly out of his hand. Megatron then attacks Optimus swinging his axe but Optimus deflects it with his shield but the impact forces Optimus to get on his knees. Optimus examines Megatron's body to see what he can to weaken him, he then sees the dark spark on his chest and realizes that he must remove it. Optimus swings his shield at Megatron's face, drops it and then grabs hold of the dark spark. Megatron proceeds to beat Optimus but the Autobot doesn't let go and with all of his strength, Optimus tears the dark spark out of Megatron's chest which badly weakens him. Optimus drops the dark spark and grabs his sword. He charges at Megatron and severs his right leg causing the Decepticon to fall to the ground. Below the cliff from which Optimus and Megatron are fighting. The remaining Decepticon soldiers have been eliminated and the N.E.S.T Soldiers plant the explosives as they prepare to leave the campsite. Optimus walks towards the badly injured Megatron and pulls him so then he can see his face. Optimus gets down on his knee and proceeds to beat Megatron to a bloody pulp. Each time Optimu's Prime's fist lands on Megatron's face. Megatron gets more and more disfigured with the final punch making Megatron lose his left eye. Optimus then grabs his sword and stabs through Megatron's chest pinning him to the ground and pushing the blade in deeper. Megatron screams in pain and coughs out energon before dropping his head to the ground in order to recover. Optimus sits by Megatron and carefully watches how the dying Decepticon breathes heavily, moves with three remaining limbs around and Optimus sees something more intriguing than that. Megatron's only remaining eye is flickering, he doesn't have much time left.

"We…..were brothers once!" Megatron says as his optic flickers out and he succumbs to his wound. Optimus sits by his corpse. "Once!" Optimus replies as he gets up and pulls the sword out of Megatron's chest but suddenly he hears a loud sound. The explosives have went off and the cliff he's standing in begins to collapse. The campsite gets torn apart by the falling debris and being burned to ashes by the fire left from the explosion. The Autobots and the soldiers make it down to the waterfall and turn around to see the chaos unfold. But the real reason they are still standing there is because they are waiting for Optimus to arrive, that is if he can come back after standing in the middle of the explosion.

"Where is he?" Hot Rod asked.

"He should be here!" Break-Apart said.

"Guys! You think he's…" Crosshairs gets interrupted.

"No, NO HE CAN'T BE!" Hound yells interrupting Crosshairs. Hound looks up to see if his leader will return while Ratchet, Sideswipe, Dino and Wheeljack lower their heads fearing the worst. Then suddenly from the smoke and the ashes, a Cybertronian figure walks by. The Autobots look up in disbelief. Their beloved leader Optimus is alive and is victorious.

"AUTOBOTS!" Optimus yells pulling out Megatron's axe and throwing towards it to the ground in front of Hound and Crosshairs who move back.

"We have won!" Optimus says as the Autobots raise their arms and cheer at their leader. Optimus stand on top of the waterfall triumphant and relieved but also slightly saddened at the fact that he lost someone that he once called his brother. Far away from Optimus, Another Cybertronian emerges from the rubble, his optics glowing read and his torso being covered in a few blue, glowing circles. It was Soundwave, one of the few survivors of the Decepticon massacre.

To Be Continued….

Yeah I'm back, sorry that I have been gone for so long, I've been busy with YouTube and school that I ended up taking a long hiatus which is a bad idea since this is a 44 chapter story and this is only chapter 29. Anyways hope you guys like it, the next arc will begin on the next chapter.