In space, Astrotrain struggles to make it to Cybertron. "Hey guys," he began, "If you don't jettison some weight, I won't make it back to Cybertron." Starscream heard this, and a smile shot across his face.

"You heard him!" he said, "We need to lighten his burden. So, I say it is survival of the fittest! Do I hear a second on that?" All the healthy Decepticons chimed in enthusiastic responses. "And against?" Starscream asked, and all the injured Decepticons, Skywarp, Thundercracker, and the Insecticons chimed in weak replies. "It looks like the ayes have it!" Starscream said as he opened Astrotrain's door, "Fellow Decepticons, I allow you the honors of tossing these poor excuses for warriors." The other Decepticons happily pushed the battered Decepticons out, while Starscream walked over to Megatron, picked him up, and brought him toward the open door. "Oh my poor fallen leader," Starscream said as he looked down at Megatron, "I would have waited an eternity for this… It's over, Megatron."

"W… Wait," Megatron weakly replied, "Don't do this, Starscream! I still function!"

"Wanna bet?" Starscream said as he tossed Megatron out. Megatron screamed at Starscream as he plummeted into space, but Starscream just ignored him and closed the door. "Well," Starscream said, "Since I have just, how shall I put this, relieved Megatron of his ruling duties, I am the new leader of the Decepticons." The other Decepticons shouted their approval, all the Decepticons, that is, except for one. Shockwave just sat there and looked at Starscream.

"Starscream has thrown a wrench in the gears of my plan!" he thought to himself, "Enjoy your moment while you can, Starscream, for it won't be long until I make my move!"

Meanwhile, Megatron and the other expelled Decepticons float through the endless reaches of space. Megatron is lost in thought, and slowly going mad. "Starscream had better hope he's seen the last of me!" he thought to himself, "Because if I see him again, I will atomize him!" he continued to drift through space for a while, until he spotted something. "What's that?" he thought as he made his way towards it.

"Welcome, Megatron, I am Unicron," Unicron said, "And I have summoned you here for a purpose."

"What is it you want?" Megatron asked.

"I want you to do something for me," Unicron began, "I want the Autobot Matrix destroyed, and I want you to destroy it, for it is the only thing that can stand in my way."

"You have nothing to fear," Megatron replied, "For I have already destroyed Optimus Prime, and the Matrix has died with him!"

"So you think, Megatron," Unicron began, "Prime has passed the Matrix onto the new Autobot leader, Prowl. Go destroy Prowl, and the Matrix."

"Just a second!" Megatron exclaimed, "What is in all this for me?"

"Very well," Unicron began, "I will give you a new body, a new ship, and new troops to command."

"And?" Megatron asked.

"And nothing!" Unicron replied, "You belong to me now! Either take my offer or leave it!"

"I belong to nobody!" Megatron yelled.

"It seems that I have misjudged you, Megatron," Unicron said, "So be it, proceed on your way towards oblivion." Unicron proceeded to push Megatron back out into space.

"No!" Megatron exclaimed, "I will accept your terms Unicron… My master."

"Excellent," Unicron said, "Now for that new body." Unicron took Megatron's body and reworked it, "Behold," Unicron said, unveiling the new Megatron, "Galvatron!" Galvatron looked himself over. "And these," Unicron said, gathering the other fallen Decepticons, "Shall be your minions." He separated Thundercracker and the three Insecticons, and began to modify them, "Behold, Scourge, and his huntsmen, the Sweeps." He then took Skywarp, and began his modifications, "And now, Cyclonus, the warrior." Galvatron's new troops flew towards him.

"How do you expect us to get to Earth with no ship?" Galvatron asked.

"This," Unicron said, producing a ship, "Shall be your ship, no go, destroy the Matrix!"

"I will do that Unicron!" Galvatron replied, flying towards his ship, "After I make a small pit stop on Cybertron! Come, my warriors!" Galvatron and his troops entered the ship and took off for Cybertron.

TIME: A few moments later. PLACE: Cybertron. The coronation of Starscream as the new Decepticon leader has just concluded, and Starscream begins to address his followers.

"My fellow Decepticons," Starscream began, "Now that I am your leader, I will make…" Starscream's speech was interrupted by the arrival of Cyclonus, carrying Galvatron, Scourge , and the Sweeps. Galvatron leapt from Cyclonus, who trans formed, and ran toward Starscream.

"Who dares interrupt me!" Starscream yelled.

"You as a leader is bad comedy, Starscream." Galvatron said.

Starscream sensed something was wrong. "M… Megatron?!?" he asked worryingly, "Is that you?!?"

Galvatron transformed into his cannon mode. "What do you think!" he yelled as he blasted Starscream to kingdom come. He transformed back and looked at the Decepticons. "Would anyone else like to be leader?" he asked.

"Hey, who is that guy, anyway?" Rumble asked.

"I am Galvatron, your new leader." Galvatron replied. All the Decepticons cheered for Galvatron, all except one. Shockwave just stood there in disbelief.

"Great," he thought, "This only further delays my plans. This "Galvatron" must be dealt with."

TIME: That very moment. PLACE: Moonbase One. Hot Rod and Kup are conducting tests on the surface when Unicron makes his presence known.

"Hey!" Hot Rod shouted, pointing towards Unicron, "What the hell is that thing, and where did it come from?"

"I don't care where it came from," Kup replied, "I'm more worried about where it's going! It's headed our way!" Unicron dug his horns into the Moonbase and brought it towards his mouth. Hot Rod struggled to a communication station and radioed Earth.

Meanwhile, on Earth, the surviving Autobots have begun repairs on the city. They are working, until Blaster picks up a signal. "Hold on, guys," Blaster said as he transformed, "I'm picking up a signal from Moonbase One!"

"Does anyone read me?" Hot Rod asked, "We've got major problems here! Some… thing just showed up around here and started attacking!"

"We're in serious trouble!" Kup added, "You all better get up here fast before…" The transmission suddenly cut off.

"Kup! Hot Rod!" Prowl shouted, "Blaster, get me in touch with Moonbase Two!"

Back on Moonbase One, Hot Rod and Kup struggled to make it to a nearby shuttle. "This isn't looking good, Kup." Hot Rod said, "We've got to get the hell away from here before we're planet food!"

"I hear you, Hot Rod." Kup said as they reached the shuttle, "Now let's get in and get off this god damn place." The two of them entered the shuttle and prepared for launch. "All systems go, Hot Rod." Kup said.

"Then we're outta here!" Hot Rod shouted as the shuttle took off. They make it a few miles, until Unicron begins to suck them in.

"We're being sucked in!" Kup yelled.

"Some way to go out, huh?" Hot Rod asked as Unicron sucked the shuttle into his mouth.

Unicron's actions have not gone unnoticed, Galvatron sees the events that have unfolded, and is seething. "What are you doing, Unicron!?!" he yelled, "Cybertron and its moons belong to me!" Just then, immense pain shot through Galvatron's body and he collapsed.

"But you forget," Scourge said, "We belong to him."

Galvatron wanted to disagree with Scourge, but the pain was unbearable, and had no choice but to agree. "I will obey Unicron." Galvatron said as the pain subsided, "Decepticons, we are going to Earth!"

Time: That very moment. PLACE: Earth. The Autobots have gathered and have contacted Moonbase two.

"This is Spike and Bumblebee here on Moonbase Two." Spike said, "The first Moonbase was just devoured by this monster planet!"

"And the things headed our way!" Bumblebee added, "We'll try to slow it down, but you guys better get here soon because I don't know how much longer we can hold out!"

"We're on our way, guys." Prowl said as the transmission ended.

On Moonbase Two, Spike and Bumblebee activate the base's self destruct program. "We have to get outta here before it blows, Spike!" Bumblebee shouted.

"I know," Spike replied, "It's all set! Let's go!" They ran to a nearby shuttle and took off. Just as Unicron began to eat the Moonbase, it exploded, rocking the tiny shuttlecraft. Spike and Bumblebee thought they had destroyed the monster, but were shocked to find that it had gotten through unharmed.

"It isn't even dented!" Spike exclaimed, "Oh shit, what are we going to do now?" Unicron sucked the shuttle into his mouth as Bumblebee and Spike looked at each other worryingly.

Back on Earth, Prowl attempts to rally his remaining forces. "The situation is grave," he stated, "Whatever we're up against, it's more powerful than all the Decepticons put together."

"If it's that powerful, what hope do we have against it?" Jazz asked, "I mean, if that thing eats moons, just think of what it'll do to us!"

"I know it seems hopeless," Prowl replied, "But all is not lost, maybe the Matrix can stop it."

Sideswipe had the urge to speak. "Yes," he said, "The Matrix can stop it."

"What do you know about the Matrix, Sideswipe?" Ironhide asked.

"I don't know why," Sideswipe answered, "But I just got this feeling from deep down inside of me." Suddenly, bursts of laser fire interrupted the Autobots.

"Decepticons!" Blurr shouted, "Of all the possible times, why'd they have to show up now?"

"That doesn't matter!" Prowl shouted, "Everyone to the shuttles!" The Autobots scattered and ran toward the shuttle.

Galvatron, riding in Cyclonus, has Prowl targeted. "Prowl!" he shouted, "I am Galvatron! I will crush you and take the Matrix!"

"Try me!" Prowl shouted as he fired at Cyclonus. His shot connected, causing Cyclonus to draw back.

"Worthless Autobot!" Galvatron exclaimed, "I'll see you dead yet!"

At the shuttles, Blurr is trying to get the Dinobots into one of them, and isn't having that much luck. "Please, please, please," Blurr said, "Please get into the nice shuttle for me! Please!"

Grimlock just looked at Blurr and stood there. "Me Grimlock not want to leave fight!" he yelled, "Me want to destroy Decepticons!" Just then, Prowl and the others showed up.

"Forget about it, Blurr." Prowl began, "Sideswipe, Ironhide, Wheeljack, you three get the Dinobots into the shuttle and be quick about it!" Prowl and the others ran off towards the other shuttle.

"Alright, then," Ironhide said, "Let's get going!" Ironhide pushed Sludge up with one hand and pulled Sludge up with the other. Wheeljack corralled Swoop and Slag in, while Sideswipe tried to get Grimlock in.

"C'mon, c'mon," Sideswipe said, trying to push Grimlock in, " We have to get outta here!" Ironhide came out and grabbed Grimlock's arms and pulled while Sideswipe pushed, and the two of them got him inside.

Ironhide and Wheeljack sat at the main controls while Sideswipe brought in the Dinobots. "Let's get this show on the road, folks." Ironhide said.

"We have lift off!" Wheeljack shouted as the shuttle took off.

Back on Autobot City Jazz and Daniel run toward the other shuttle. "Looks like we're riding together, kiddo." Jazz said.

"Yeah." Daniel replied.

"Just stay out of the way and you'll be fine." Jazz said as they entered the shuttle.

"Everyone here?" Prowl asked.

"Looks like it." Blaster said, "We're ready for lift off."

"Get us out of here!" Prowl yelled as the shuttle took off.

A few moments pass, and it looks like the Autobots have outrun the Decepticons. Ironhide and Wheeljack sit at the controls of the shuttle, with Sideswipe sitting with the Dinobots. "Looks like we lost them." Wheeljack said.

"Looks like it," Ironhide replied, "But that doesn't mean we did."

"What about the situation on Cybertron?" Sideswipe asked, "What are we going to do when we get there?"

"Beats me." Wheeljack said, "But I think Prowl will think of something."

"I hope so." Sideswipe said. Suddenly, the ship began to rumble. The Decepticons had returned.

On his ship, Galvatron sits with Cyclonus and Scourge firing at the Autobot shuttle. "Let's see how they like this." He said as he fired missiles at the shuttle. The missiles hit their mark, blowing out must of the shuttles engines.

Back on the shuttle, things take a turn for the worst. "This is bad." Wheeljack said, "Most of the controls won't respond and we've lost more than half our power."

"It doesn't get much worse than this…" Sideswipe said.

"Yes, it does." Wheeljack replied, "We're about to crash into that planet!" The shuttle crashed violently on the planet.

On the second Autobot shuttle, Jazz notices the situation. "We just lost the other shuttle!" Jazz said.

"I've got more important things to worry about now." Prowl replied, "Like how we're going to get away from all this."

"Just face it, Prowl," Cliffjumper began, "The Decepticons will be on our backs until we're dead!"

"Then let them think they've seen us die," Prowl said, "Everyone prepare for emergency detachment!"

"Do you think that's wise?" Perceptor asked, "I mean, we'll never make it to Cybertron in what we're in."

"We have no other choice, Perceptor." Prowl replied as he pushed the detach button, "Everyone grab on to something!" The portion of the shuttle detached just before the missiles destroyed the rest. Aboard his ship, Galvatron smiles.

"That's the end of it." Galvatron said.

"No it's not." Scourge replied, "Look off in the distance, the Autobots tried to trick us, Galvatron."

"Well," Galvatron began, "Does Prowl really think that that's going to save him and his pathetic Autobots? If he does, he's dead wrong!" Galvatron took off in Prowl's direction.

TIME: That very moment. PLACE: ???. Sideswipe picks himself up off the ground. He was thrown off the shuttle when it crash landed. He looks around and sees that he is alone. "Ironhide?!?" he yells, "Ironhide?!? Wheeljack?!? Grimlock?!? Anybody?!?" He waits for a response, but when he gets none, he starts to worry. "This isn't good." He thought to himself, "Where is everybody? Am I here alone?" Suddenly, he hears some movement in the distance and decides to check it out, but what he sees is not what he expects: Sharkticons. "What the hell are they?" he asks himself, "More importantly, where the hell am I?" He backed off and bumped into what he thought was a wall, but when he turned around, he was horrified to see a Sharkticon. He tried to fight it off, but more of them showed up and overpowered him. A little while later, he was being dragged off by a half dozen Sharkticons. When Sideswipe came to, he noticed he was in some sort of cell. "Now where am I?" he said, and a voice from behind replied.

"They got you to, eh, Sideswipe?" Sideswipe turned around to see Ironhide.

"Ironhide!" Sideswipe shouted, "How'd you get here? And where are Wheeljack and the Dinobots?"

"When I came to, they were gone." Ironhide replied, "And when I went to check it out, I got jumped by those things!"

"Well," Sideswipe said, "Do you at least know where we are."

"I have no clue, Sideswipe." Ironhide answered, "But all I know is that it doesn't look to good for us."

"You are on a planet called Quintessia," a voice from the next cell said, "This is the home world of the Quintessons and their henchmen, the Sharkticons. I am Kranix. My home world of Lithone was devoured by Unicron."

"Unicron?" Sideswipe asked, "Who is Unicron?"

"A planet," Kranix replied, "That eats everything in its way."

"Planet that eats everything in its way?" Ironhide asked, "That must be what destroyed the Mooonbases!"

"And I'll bet," Sideswipe replied, "That it wants to take a bite out of Cybertron too!" Suddenly, some Sharkticons ran in and grabbed Kranix, who screamed to be released. A Quintesson entered Sideswipe and Ironhide's cell.

"What's going on?" Sideswipe asked.

"He's being tried for his crimes," the Quintesson replied, "As the both of you will be very shortly." He then left.

"Crimes?" Ironhide asked, "What crimes did we commit."

"Showing up." Sideswipe replied as he made his way to the window to see what this was all about. He saw Kranix standing on a platform, and heard voices in the background.

"Is he guilty, or innocent?" the first voice asked.

"Innocent!" the second voice answered, "Feed him to the Sharkticons!" the platform below Kranix dropped, and he fell into the pool of Sharkticons, and was instantly devoured.

"Not the way I'd want to go out." Ironhide said. Sharkticons then entered and took the two Autobots into the main chamber.

"Are these two guilty or innocent?" a Quintesson asked.

"Innocent!" Another replied, "Feed them to the Sharkticons!" The platform below the two Autobots dropped, and they fell into the pool.

"Transform!" Sideswipe yelled as he transformed. Ironhide did the same as they sped up the walls of the pool and out, and the two of them transformed again.

"There," Sideswipe said, "That was easy enough."

"We're not out of the woods yet." Ironhide replied pointing to the Sharkticons crawling out of the pool, "Because here they come!" The Sharkticons began their advance, but stopped when they heard a loud crash and turned around to find that a door had been knocked down, and in the doorway stood the Dinobots.

"Me Grimlock want to fight!" Grimlock yelled as the Sharkticons made their way towards the Dinobots.

"Fight fun!" Sludge yelled as he picked up his foot and stomped on many Sharkticons. The rest of the Dinobots began to fight with the Sharkticons and made short work of them. The remaining Sharkticons and their Quintesson masters ran off as the Dinobots transformed into robot mode.

"Man," Sideswipe said as he walked towards the Dinobots, "I never thought I'd be this happy to see these big lugs!"

"But what about Wheeljack?" Ironhide asked, "Have any of you seen him?"

"Me Grimlock no see him." Grimlock replied, "Any of you see Wheeljack?" The other Dinobots shook their heads no.

"Well where could he be?" Sideswipe asked. Suddenly, A screw shuttle crashed through the ceiling and landed. The door opened, and out stepped Wheeljack.

"I finally found you guys!" he shouted, "I realized that we needed a new ship, so I went to go get one!"

"Smart thinking, Wheeljack." Sideswipe said, "Now lets go meet up with the others!"

TIME: That very moment. PLACE: Space. The shuttle carrying Prowl and the other Autobots lands on a planet and the Autobots step out to access the damage.

"So Perceptor," Prowl said, "What do you think?"

"It's fixable," Perceptor replied, "But it will take some amount of time."

"Time, huh," Jazz said, "You mean the one thing we don't have."

"I can help!" Daniel enthusiastically shouted.

"Oh, really?" Jazz said, "You know, I think we might just have an Exo-Suit that'll fit you, kiddo."

"Really?" Daniel asked.

"Yes, really." Arcee replied as she took Daniel in the shuttle, "Let's go get it on you."

A few moments pass, and the Autobots and Daniel begin to work on the shuttle, when all of the sudden, the Decepticons appear. "Decepticons!" Prowl yells, "Everyone scatter! I'll try to use the Matrix to drive them off."

"But Prowl!" Blaster said, "Do you know how many Decepticons there probably are! We've got to work together on this one!"

"Just go!" Prowl said, "I'll be fine here! You guys go and take cover and come out when it's safe!"

"Alright then!" Jazz shouted, "Autobots, let's roll!" The other Autobots and Daniel ran off just before Galvatron and the other Decepticons landed. Prowl has the Matrix out, and is trying to get it opened, and isn't having that much luck doing so.

"Open!" Prowl said, "Dammit open! I don't get it. Prime, you said that the Matrix would light our Darkest hour…"

"Prowl!" Galvatron exclaimed, "I want the Matrix, so just hand it over!"

"Never!" Prowl yelled, still trying to open the Matrix.

"Fine, have it your way." Galvatron said, "Shockwave! Exterminate this fool!"

"Yes, Galvatron." Shockwave said as he leapt in the air, transformed, aimed at Prowl and fired. Prowl was obliterated, the Matrix flew to Galvatron's feet, who bent down and picked it up as Shockwave transformed and landed.

"Once again," Galvatron said as he clutched the Matrix, "Good shot, Shockwave."

"I just wish I was aiming at you, Galvatron." Shockwave thought, "Oh well, I can wait a little longer."

Galvatron raised the Matrix. "Unicron, my master," Galvatron said as a smile shot across his face, "With this, I shall make you my slave." Unicron hears this, and lets out a roar.

TO BE CONCLUDED