STOP! If you have not yet to read part one, go and read it now!


The Autobots came out the other side of the portal just in time. Unicron had Optimus pinned down and was getting ready to slay him. The Bots engaged the manifestations.

"Did Ratchet not relay my command?" asked Optimus of Arcee as soon as he had a moment to breath. "Return to base."

"Reinforcements will not prevent your destruction, disciple of Primus," Unicron called.

"He did," answered Arcee, shooting another Unicron. "But then Liliy chewed us out, calling us idiots, you included, and threatened to come help you in our stead."

{Optimus, can you hear me?}

"I hear you, Liliy."

{If you don't survive, neither will this planet. And I kind of like it here. Stop being an aft and let your friends help you.}

"Did she really just…?" asked Bulkhead.

"She did," replied Acree with a smirk.

"Very well," Optimus relented after a moment of thought. "They may lead."

"Alright! Let's move!" commanded Arcee.

They fought their way out of the canyon and onto level ground, only to encounter a gigantic manifestation. Their efforts to take it down were proving useless and Optimus was once again on the verge of being crushed. Out of nowhere, shots were fired at the manifestation's helm and it crumbled.

"Who did that?" asked Bumblebee as he and Bulkhead got up.

"Wasn't me." Arcee joined them.

"Me neither," said Bulkhead.

"Ratchet?" Arcee commed.

{What is it? What happened?}

"I happened." Megatron appeared on top of the pile of rocks that used to be Unicron's manifestation. He leapt to the ground with ease.

"Megatron!" exclaimed Bulkhead.


"King Con's there too?" asked Miko.

"He has aligned himself with Unicron," said Ratchet.

{Don't be so sure. Megatron just saved Optimus' tailpipe.} replied Arcee.

That surprised everyone back at base.


Optimus pushed himself out of the rubble and looked up when Megatron's ped came into view. Megatron pointed his blaster at Optimus. The Bots activated their own blasters and aimed at him. Instead of shooting Optimus, he turned his arm and offered his servo. Optimus looked at the servo and then accepted it, letting Megatron pull him to his peds. The Bots relaxed slightly.

"It is rather ironic," said Megatron, turning and moving a few steps away, "considering our last encounter." He looked back at Optimus. "If memory serves, you were desperately attempting to extinguish my spark."

"That option remains very much in play," Optimus replied, closing the gap between them.

"I would expect nothing less. However, I have a proposal." Megatron moved away again, his servos clasped behind his back. "Join me in defeating our shared enemy: Unicron the Chaos Bringer."

{Ha! Absurd! Unicron is evil incarnate. If Megatron was to take any side, why would it be ours?} asked Ratchet.

"Because Megatron's pride would never allow anyone other than himself to rule this planet," answered Optimus.

"You know me all too well, Optimus," said Megatron.

"You lead an army of Cons, why come to us?" asked Bulkhead.

{Seriously, Bulk?} said Liliy. {Were you not listening earlier? It takes a Prime to defeat Unicron. And we have the only one. That is why he's there.}

"Exactly." Megatron didn't know who had spoken but they knew what he wanted.

"Hah. Then I guess we don't need you," said Bulkhead.

"On the contrary, Optimus may be the only one who can defeat Unicron, but I remain the only one who can guide you to him," Megatron countered. "Unicron's life blood runs through me. Only I can hear his thought, anticipate his movements. Optimus, our past alliances, Autobot, Decepticon, no longer matter, not while Unicron lives."


Ratchet slammed his fist down on the console. "The past always matters!"

"But he has a point, Ratchet," said Liliy, even though she could hardly believe that she was actually agreeing with Megatron.

Ratchet shot a glare at her.


"A truce between Autobot and Decepticon. How long do you expect us to believe that will last?" asked Optimus.

"Only as long as is mutually beneficial," said Megatron.

"And, when our proposed shared mission is complete?"

"I will conquer this Earth, my way."

"Brutal honesty from a Decepticon?" Arcee commented.

{Aligning with the lesser of two evils is still siding with evil.} said Ratchet.

"Do you think you've witnessed the full power of Unicron?" asked Megatron. "Those foot soldiers were nothing more than a taste. Unicron has yet to fully awaken. With each passing moment the Bringer of Chaos evolves. Mutating Earth from inside out. What we have witnessed until now has been but a prelude to the utter devastation his rising will wreak upon this world."

"Like your quest for power destroyed Cybertron?" inquired Arcee.

"Make no mistake," he snapped. "This time there will be a planet left for me to rule."

"Even if we agree, Unicron's all the way down at the center of the Earth. How are we supposed to get there? Drive?" Bulkhead wanted to know.


{There is only one way.} Optimus replied.

"Ground bridge," said Liliy.

"Absolutely not!" exclaimed Ratchet. "Getting you out into space was difficult enough! Plotting a blind jump to inside a sentient being? Impossible! And besides, direct exposure to that much dark energon will debility you. You haven't built up an immunity like Megatron has."


"Yet another strong argument for soliciting my guidance," said Megatron.

"You can provide Unicron's exact coordinates?" asked Optimus.

"If you transport us to this planet's core, I can lead you directly into Unicron's spark. The very heart of his darkness."

"Optimus, even if we survive the jump, how are we supposed to stop Unicron?" asked Arcee.

Optimus looked to Megatron. The warlord gave a single nod.

"With the Matrix of Leadership," Prime finally answered.


"What is that?" asked Fowler.

"A vessel of pure energy. The collective wisdom of the Primes," answered Ratchet, turning to look at him.

"It was given to Optimus when he became a Prime. Or at least that is how I understood it," added Liliy.

"That is correct. And even now, he carries it within him," said Ratchet, thumping his fist on his chestplates.

{It was the combined power of the Primes that defeated Unicron so long ago. The very reason he now seeks to destroy you.} Megatron said to Optimus.

{It would follow that releasing the power of the Matrix directly into Unicron's spark would return him to stasis.} Optimus added.

"Hold on," Miko interrupted. "If everything 'goes right', Unicron's gonna stay down there?"

"Yeah. Can't we siphon him out somehow?" asked Jack.

"He's not in the Earth's core, Jack. He is the Earth's core," said Raf.

"Rafael is correct. Tampering with your core could affect the magnetic poles," explained Ratchet. "Trigger the very cataclysmic events we are attempting to remedy. Tragically, Unicron is your planet's very seed. Always has been. And always must be."


Another of the giant manifestations began to form.

"We got another one," said Bulkhead.

"Ratchet, send a ground bridge," ordered Optimus.

"Wait. We're opening a direct path into our base with Megatron standing right there?" asked Arcee after the portal opened behind them.

"And seriously, he's going to risk his own spark to save us?" commented Bulkhead.

Megatron laughed. "Hardly my nature." He turned to Optimus. "Consider my offer. I shall keep it busy." He transformed and flew towards the manifestation.


"Glad to see that you're not that big of an idiot, Optimus," said Liliy after all the Autobots returned.

"Liliy!" admonished Ratchet.

"So I wasn't just hearing things earlier," said Optimus with a frown.

Liliy smirked. "That's right. Besides that, what's the plan with Megatron? By the way, were you guys having a serious conversation or was he flirting with you a little? With the way some of my brothers flirt, I really couldn't tell."

There was that 'Liliy's talking nonsense again' look from everyone. Though, Optimus' expression carried a hint of surprise too.

Liliy threw up her hand. "Hey, alright. T.M.I. Back to the plan."

Ratchet cleared his throat. "Anyway, Optimus. I know that desperate times call for desperate measures, but bringing Megatron here?"

"How can you even think about letting that monster near these children after what he did to Raf?" demanded June.

"He will be closely monitored and only be allowed to linger long enough to send us on our journey," Optimus assured her. "Not one moment more."

"What's going to stop the Con from calling in an air strike if he knows where you live?" asked Fowler.

"By ground bridging Megatron here, he will be unable to get a fix on our coordinates."

"Optimus, what's going to happen to you when all your Matrix energy's released?" Jack wanted to know.

"The power within the Matrix has not previously been utilized in this particular manner."

"But you have an idea, don't you?"

Optimus didn't give him an answer. Instead, he turned to the other Bots. "Autobots, if humankind is to be saved, I have no choice but to proceed. But you do."

"Well, I don't know about humankind but I'm willing to do it," said Bulkhead. "For Miko."

"For Jack," added Arcee.

"For Raf," whirred Bumblebee.

"Well then," said Liliy, "if we're going to do this, let's get it over with."

Optimus went to the comm. "Megatron. We are sending transport."

{You can always be relied upon to listen to reason, Optimus.}

"Before he gets here, all humans need to go hide in the hallway," instructed Ratchet.

All the humans followed Ratchet's orders except for Liliy who still hadn't left the computer chair and Miko who made a fuss.

"Ugh. No fair. I've never seen him," she complained as Ratchet pushed her toward the hallway next to the medbay with his servo. "Why do we have to hide?"

"Because I said so."

Miko reluctantly joined the others.

Liliy sat back in the chair and realized that she hadn't even flinched when she had heard Megatron's voice on the comms. And now that he was on his way, she realized she felt nothing toward him. Either she was over him or the fear caused by Unicron's spark was overriding her fear of Megatron. It turned out neither was quite true when she heard his steps approaching. A slight tremor ran down her spine as she turned the chair around and saw him standing there, optics glowing purple.

"So… this is where the magic happens?" he said, glancing around. "Quaint."

Raf ran out of hiding. "You!"

"Ah! You're looking much better than the last time we met, little one. Humans. Resilient."

"Come on, Raf." Jack pulled on the younger boy's arm. "He isn't worth it."

Raf let himself be guided away by June.

"And you," said Megatron as Jack turned away. "I never forget a face. Even that of a human. You never did tell me who was with you. I know it wasn't an Autobot."

Jack just walked away without a word.

"You double-cross anyone, mine is the face you'll never forget. NEVER!" Miko yelled before Agent Fowler picked her up and carried her away.

"Ratchet, obtain the destination coordinates from our guest," said Optimus.

Megatron moved over to the ground bridge controls with Ratchet. Liliy glared up at him.

"What are you looking at?" he asked, noticing her.

"A dead mech walking if anything happens to the Autobots after you put Unicron back to sleep," she replied calmly, which surprised her. She wanted nothing more than to run away from him but she just sat frozen in the chair.

"Hmh. You're as feisty as that other human."

Liliy smirked. "You have no idea." Out of the corner of her eye, she noticed Optimus following Jack. "Excuse me." It took some effort but she got up from the chair and turned her back on Megatron. She went around to the top tier and then down the stairs to the hallway. She could feel Megatron's optics the entire time as she fought to keep a human's walking pace.

"Will you keep something for me?" Optimus was kneeling just inside the hallway, looking down at Jack.

"Sure."

Optimus pulled out an item that Liliy recognized as a specialized key card. As he held it out to Jack, it transformed down into a smaller size.

"What is it?" Jack asked as he took it.

"It is… the key to the ground bridge power supply."

Liliy frowned. There was no such thing. What was Optimus really giving him? The key was obviously something of great importance, if Optimus had to lie about it.

"Ok. But shouldn't Ratchet have this?"

"Perhaps," Optimus replied slowly, looking for the right words to convince the boy. "But I have been impressed by how much you have matured since we first met. As such I feel you have earned the responsibility of safeguarding this important device. Until I return."

"I won't let you down," said Jack.

Liliy stepped out of the hallway as Optimus stood. He walked by without noticing she was there. She followed him with her eyes until she noticed Megatron was staring at her again while he waited next to the active ground bridge.

"Locked and ready," Ratchet informed Optimus.

Megatron looked down at Arcee as she stepped closer.

"You first." She gestured at the ground bridge.

Servo on his chestplates, he bowed to her. "As you wish." And then he entered the portal.

The Autobots took one last fond look at the humans who had come out of hiding to see them off before they followed him. Liliy removed her cloak and went and dropped it on her chair before following the Bots into the bridge just before it closed. She had to stop short on the other side to avoid running past them.

The place they entered was huge. It was made of dark metal and purple biolights glowed everywhere. Some of them that looked like veins in the metal pulsed with the sparkbeat.

"So, how long before Unicron knows we're here?" asked Arcee.

"Make no mistake," Megatron replied. "He already does."

They started walking away. Liliy heard a noise and looked up. An enormous optic took up practically the entire ceiling. It rolled around in its socket, searching. Then it looked straight down at her. She felt her energon run cold. She ran after the Bots.

Liliy was glad when they entered a tunnel and were out of sight of the giant optic. She transformed into her root mode. While technically built to withstand the effects of red energon and hyperspeed, her systems were straining under the added effects of the dark energon and the closeness of Unicron's spark. Her root mode allowed for better airflow and maneuverability.

Ahead of her and the Bots, Megatron stopped suddenly and grabbed his helm, grunting. Optimus stepped hesitantly toward him as he dropped to one knee. He opened his optics.

"Unicron grows ever stronger."

He stood and glanced back at Optimus before continuing on.

"How do we know that Unicron isn't using Megatron to lead us all into a trap?" asked Arcee.

"We do not," Optimus replied as he followed Megatron again.

They walked on until the tunnel opened up into another large area. It appeared to be a huge tunnel spanned by walkways.

"Unicron's spark is near," announced Megatron.

Arcee took a few steps out onto the walkway and looked around. She turned back to Megatron. "After you."

Megatron led the way. Optimus followed him. The other three brought up the rear. Bulkhead stopped and groaned, grabbing his helm.

"Bulkhead, you ok?" Bumblebee asked from behind him.

"Fine, Bee. Just woozy."

"The dark energon," Arcee realized. "It's starting to affect him. Easy as you go, Bulk."

Arcee and Bumblebee helped Bulkhead along. Megatron stopped and turned back to Optimus.

"He's preparing to expel us."

They heard the shrieking of the small mechanical creatures before they appeared. The creatures swarmed in the air around the bots.

"What are those things?" asked Bulkhead, as he and the other two activated their blasters.

"As we are in Unicron's body," replied Optimus, "it stands to reason they are some sort of anti-body." He activated his blasters as well.

The creatures prepared to attack. The bots opened fire and the creatures fired back. The creatures were everywhere. Liliy hung back by the tunnel with her staff at the ready in case she needed to defend herself. Arcee had to leap over a creature and ended falling to a walkway lower down. Bulkhead became woozy again and staggered to the side. His servo caught the edge as he fell but it didn't hold for long. Bumblebee noticed and was able to catch his servo in time but he did not have the strength to pull Bulkhead back up.

"Bee, let me go. I'll only take you down with me."

Bumblebee struggled to hold on while Optimus and Megatron continued to fight. They knocked the creatures out of the air by alternating between blades and blasters and the occasional ped or fist.

"Just let go, kid," Bulkhead said as Bumblebee's grip on his digits slipped again.

"BULKHEAD!"

Acree's cry alerted Optimus. He was there in time to catch Bulkhead after he slipped out of Bumblebee's grasp.

"I got ya," he said as he pulled Bulkhead back up onto the walkway.

They ran for the next tunnel.

"Arcee!" Optimus called.

Arcee got back up to the others by hitching a ride on one of the creatures. Liliy crossed the walkway to catch up to them.

The tunnel led to a small room with a door. The creatures were dropping like flies around the bots. Liliy did her best to stay out of sight. The creatures seemed more interested in the larger beings and paid her no mind.

While the others continued to fight, Megatron froze, his optics wide. He gave a cry and fell into a crouch as he fought Unicron for control.

"Megatron," said Optimus.

He grabbed his helm and yelled. Then he lunged at Optimus, only to shove him aside and blast a creature that was behind him.

"Unicron's spark lies just beyond." He pointed at the heavy door at the back of the room.

"How do we get inside?" asked Optimus, all the while shooting at the creatures.

"By fooling Unicron's defenses into believing we're not a threat." The insignia on Megatron's chest glowed even brighter as he turned to the door. It opened for him and he entered.

"Autobots, I will need you to keep our attackers at bay for as long as you can," Optimus ordered.

He paused to shoot down another creature, giving Liliy enough time to get past the door too. The door instantly shut behind Optimus, cutting off the sounds of fighting.

Optimus caught up with Megatron and stared up at the giant purple spark that floated before them. The sheer size and power was almost overwhelming. Megatron turned to him.

"Optimus, shiftly."

Optimus moved forward but as he drew closer to the spark, the field around it shifted, sending out a wave of energy that struck him in the chassis and he collapsed to his knees.

The wave hit Megatron and he collapsed as well. Purple light like flames sprang from his optics as he grabbed his helm. Then he threw back his helm and gave an agonized scream. He seemed to struggle against himself as he got to his peds and activated his blade.

Liliy was helpless and could only watch as Megatron approached Optimus because the force of the spark kept her against the wall.

Megaton raised his blade to strike but he struggled. When the blade finally did come down, he stopped it with his other servo and forcibly deactivated it.

"Megatron is commanded BY NO ONE!" he shouted, flinging his arms wide, the flames gone from his optics.

The spark flared and the floor trembled. Megatron's servos went to his helm again and he dropped to his knees, screaming. Unicron's face appeared around the spark as Megatron offlined and collapsed to the floor.

Optimus raised his head. "Matrix of Leadership, I call upon you."

Suddenly the purple flames covered Megatron's entire body as it rose from the floor.

"You cannot defeat me, disciple of Primus," Unicron's voice said, overlapping with Megatron's. "I have transcended physical being. By my will alone, all upon this world shall fall into chaos."

"Not while I still function, Unicron." Optimus slowly stood up. "The power of the Matrix will light our darkest hour."

"NOOOO!" screamed Unicron, charging Megatron's blaster and aiming for Optimus.

He never got the chance to fire because energy quickly collected around the Prime and when he released it, Megatron's body was thrown back. Energy rings danced around Optimus as the power of the Matrix shot from his open chassis and into Unicron's spark. Smoke poured off Optimus as his chestplates shifted closed and he collapsed, all his energy gone.

Unicron screamed as the pure energy battled his spark. It expanded out as it overwhelmed him and then spark was extinguished in a rain of purple embers.

In the darkness left behind, Liliy collapsed to her knees, trembling. Her systems were slow to recover. She heard Megatron groan and rise. His optics shone red once again as he looked toward Optimus.

"Teamwork. Hmh." He activated his blade and advanced on Optimus.

Pushing herself to move, Liliy was halfway across the space when Optimus lifted his helm, looked around, and then said something that brought both her and Megatron to a halt.

"Where are we, Megatronus?"

Understanding instantly what happened, Megatron deactivated his blade and offered his servo. Optimus did not hesitate to grasp it and Megatron pulled him upright.

"Don't you remember, old friend?" Megatron asked as Optimus retracted his battle mask.

The confused expression on his face told Liliy all she needed and her spark twisted with the realization that his memories were gone. She sensed the sparks of the other Autobots approaching even before they were trying to bust down the door. She sped past Megatron and ducked behind Optimus' ped, hoping he would be too confused and distracted to notice her.

Bulkhead finally busted down the door and entered the chamber with Arcee and Bumblebee right behind him.

"Optimus, are you ok?" Bulkhead wanted to know.

"Why did he call me that?" Optimus asked, confused.

The Bots stopped when they realized something was wrong.

"What did you do to him?" demanded Arcee.

"Who are they?" Optimus did not recognize them.

A ground bridge opened behind Optimus.

"Our mortal enemies," Megatron said. He pushed Optimus toward the portal. "We're outnumbered. Go! I'll cover you."

Liliy latched onto Optimus' leg as he ran for the bridge. Megatron fired shots to distract the Autobots. Optimus paused in front of the portal and looked back. Bumblebee beeped at him but he simply turned and entered the ground bridge with Megatron close behind.

Once on the Nemesis, Liliy let go of Optimus' leg and disappeared into the nearest vent. Even though she was drained from her encounter with Unicron's spark, there was no time to relax. She was in enemy territory now.


Thanks for reading. Next chapter is Orion Pax. Please look forward to it.