Author's Note: A bit of side project I've undertaken in addition to my other stories. Obviously, knowledge of Transformers: The Movie is needed to enjoy it at the highest levels. I wasn't totally satisfied with Matrix's War as of yet (I think I was a bit hasty in the posting) but I may yet bring it back in an updated form. Enjoy!

Chapter 1: Command Duty

"Heads up!!" Ultra Magnus heard Wheeljack crying out from up above, and he barely had a chance to glance up before he spotted a tonnage of steel beams cascading down on them.

"Look out, Springer!" Magnus yanked his comrade aside by the crook of his arm with only a few milliseconds to spare as the heavy load crashed onto the steel floor, the impact of the landing sending Magnus and Springer tumbling down. The sound echoed loudly throughout the loading dock, the shrill shriek of metal against metal enough to make Magnus's audio receptors ring.

The loading platform that the beams were placed on had broken off of the dura-steel cable that had lifted them from the ground floor up onto the second story scaffolding. Magnus scowled as he spotted the dangling cable several meters above them.

Another construction hazard, another setback.at this rate, this whole city's going to fall apart.

"You guys alright down there?" Wheeljack's voice came again, and Magnus glanced up to spot the Autobot scientist leaning over the railing above them, relieved that neither he nor Springer had been injured.

"We're fine, Wheeljack." Magnus pulled himself up; he retrieved the datapad he'd dropped when he went down.

"Who the hell overloaded that lift?" Springer grumbled as he stood up. "A second later, and I would've been a sandwich between steel."

"Sorry, Springer," Wheeljack shook his head. "Somebody must've taken a chance with the weight limit of that cable."

"Seems to be becoming habit."

Wheeljack pleaded his case. "We don't have much of a choice if we want the city to be fully operational by the deadline that Prime requested. We've got low manpower, shoddy materials, and only three months to get this baby operational."

Magnus kept his cool as he listened to Wheeljack's reasoning. He knew that it wasn't the first time that the crews had taken a chance with the materials in the hasty construction of Autobot City. Wheeljack was right - there wasn't much of a choice, and risks had to be taken.

"Forget it, Wheeljack," Magnus said. "Just follow the weight limit warnings from now on when it comes to the heavier equipment. We want this done on time, but we need it built correctly. Can you put a timetable on the completion of the eastern sector?"

Wheeljack looked uncertain, glancing around at the unfinished loading bay. Most of the area only had the framework completed, and the entire sector was still without the communications wiring.

"Twenty, thirty days, tops," Wheeljack replied. "And that's if we maintain current manpower levels. But I just got word from Blurr about an hour ago - he said that Prime's sending a small convoy of supply ships to Earth with a payload of energon and construction materials. They should be arriving at 1800 hours."

Magnus sighed with a bit of exasperation. Blurr was a recent recruit and a new transfer to Earth, so he was probably a bit unfamiliar with the protocol of the new base. However, Magnus made a mental note to himself to confer with Blurr about the handling of priority messages. He should've been given the data the moment Blurr had received it.

"Any spare hands?"

"Huffer, Grapple, and Hoist," Wheeljack replied. "With their help, it should speed up our construction schedule by a good margin."

"Very well, Wheeljack, carry on," Magnus acknowledged the scientist, who passed the two a casual salute before returning for his work. He noted the transfer on the datapad, reminding himself to get the exact figures from Blurr shortly. For now, he had an inspection to finish.

"A month?" Springer shook his head as he and Magnus strolled onward through the loading bay. "Cybertron'll be long gone by then."

"Come on, Springer, let's try to show some optimism," Ultra Magnus finished the entry and tucked the datapad under his arm. "The Decepticons haven't overtaken us yet."

"Magnus." Springer stepped in front of him as they reached the exit hatch. He looked.haunted, and extremely anxious. "We were both there when Iacon fell to the Decepticons. We both saw Megatron, Shockwave, and a thousand aerial attackers blitz the main hub until the defenses were ashes. It's still a miracle that we even survived the evacuation to Earth."

Ultra Magnus nodded sullenly; the attack on Iacon had occurred only a month ago, but the images still lingered within his memory banks as if they'd happened yesterday. He'd been the second-in-command of the hub since the Ark mission, and while they'd all suspected a Decepticon attack against the Autobot capital for years leading up to it, not even Prime had foreseen Megatron's forces returning from Earth to assist in the assault. It had only taken hours for the defenses to buckle and for an unmitigated slaughter to begin. Magnus had been one of the lucky ones - the only surviving escape ship had managed to find an opening through the Decepticon air attackers. The crevice had been tiny, but it had been just big enough for them to get away and blast full-speed to Earth. Why the Decepticons chose not to pursue, Magnus didn't know; he probably never would.

He patted Springer on the back, nodding reassuringly toward his friend.

"Once this city is completed," Magnus began. "Then we'll have our own base of operations to launch a counter-attack from. And if the moon bases remain undetected, then we just may have a shot at retaking Cybertron."

"I wish I could be that certain," Springer responded as he opened the exit hatch. The two Autobots stepped through it, proceeding down a long stretch of hallway that would lead back to the surface. "Besides, it's not like this land is ours to do with as we please, either. We're leasers on an alien planet. I don't think these humans will care much for an extended war."

"Prime's told me a lot about them," Ultra Magnus responded. "They're quite different from us, but many display bravery and courage that rival even some Autobots."

"Since they're providing us with a few hundred acres of land to use in our war in the face of a growing Decepticon threat, I'd be inclined to agree," Springer nodded. "If Megatron ever got hold of Earth, he wouldn't think twice about eradicating the humans."

"As the beneficiaries of this gift from humanity," They ascended a ramp and stepped out into the sunlit afternoon. "We've got a responsibility to keep that from happening. That also reminds me, have the guest quarters been completed yet?"

"Within the next day or two, why?"

"A human named Spike Witwicky is coming to the city as a representative of the humans in a little less than a week," Ultra Magnus explained. "It's strictly diplomacy; none of the humans are familiar with the purposes that Autobot City serves or the new faces that are running it."

"Right, the human that helped us out when Prime first got here. I suppose he doesn't mind sharing the waste units with us," Springer smirked. "He should take a liking to you though, Magnus. You're every bit a diplomat as Prime is."

Magnus laughed a bit at that one.

"Don't be ridiculous, Springer, I could never measure up to what Optimus has accomplished. He just picked me for this job because I was one of the few with command experience on this kind of scale."

"Which is roughly about equal to possessing leadership capabilities," Springer continued for him as he play-punched Magnus in his broad shoulder. "Prime wouldn't pick a slouch for this job."

"Maybe." Magnus trailed off, not caring to pursue the issue. "I'm going to head over to the artillery bunkers and see how Blue Streak and Warpath are holding up. See if you can find Blurr and get those data figures for the transport shipment."

"You got it," Springer transformed into his newly-acquired helicopter mode. It looked somewhat strange on him considering that Magnus had always been accustomed to seeing Springer in his old Cybertronian hover-jet form. Upon their arrival on Earth, Prime had insisted that all of the Iacon survivors transfer their natural forms with Earth vehicles for the sake of the humans. He suspected - and probably rightly so - that more alien types of craft would cause some discomfort among the humans who'd been more used to seeing and hearing about the original crew of the Ark, who'd been forced to make the conversion. "I'll catch up with you later, Magnus.if I can find Blurr."

He lifted off and flew over the east wall and out of sight.

Magnus sighed inwardly, alone with his thoughts even out in the middle of the roadway. Most of the occupants were hard at work with the construction; with the skeleton level of Autobots currently available to man the city, the large complex looked positively dead.

Less for me to worry about, I guess.

Ultra Magnus sauntered down the path, his roving thoughts - especially Springer's previous remarks - overtaking his main objectives. Truth be told, he didn't consider himself to be a leader in any sense of the term - he was just another Autobot soldier who'd happened to have experience in running a large-scale establishment like Autobot City during his days on Iacon. With Optimus Prime and many of the seasoned Autobot war veterans devoting their energies to building up the moon bases surrounding Cybertron, Magnus's services as chief commander had been more than welcomed once the city project had been commissioned. But he even hated the title given to him by his position - he was uncomfortable with the authority, the massive responsibility given to him.

He gazed out at the blue sky; it was a very different sight than Cybertron's view of the endless void of stars, but it was the perfect environment to collect his thoughts. Ultra Magnus stood for a little while, deep within his musings. He'd stood similarly on a few occasions in the central square of Iacon, pondering the same types of questions over and over in his mind: the future of the Autobots, his own personal military career.he'd considered a personal life at some point in the future, but for the moment, his happiness lied with being a soldier. Following the commands of his leaders.demonstrating all the skill he was designed and trained with for the sake of the Autobot cause.

If only I knew that being a commander of a full platoon of soldiers and an entire city was such an encompassing task.

Magnus shook it off, transforming into his missile truck mode and accelerating toward the weapons bunkers. There were still a lot of checklists to go through with Blue Streak and Warpath, though considering his recent string of luck, the weaponry probably wasn't even unloaded from the transport cars yet.

He rounded the corner, passing Gears and Inferno as he sped ahead toward the west sector of the city. Two months, he had two months to get the skeletal base into fighting condition, as per his orders from Optimus Prime. He kept reminding himself that he was following Prime's orders; he was a loyal soldier performing his duty for the real leader of the Autobots. It put him more at ease, made him feel more like an equal among his fellow warriors.

As he approached the artillery bunkers several minutes, he spotted Warpath outside, waving him down.

* * *

"You wished to see me, Soundwave?" Megatron heard the heavy doors to the command center of the Iacon hub open and close within a few seconds of each other, and heavy footsteps fell across the carpeted chamber. He didn't turn to face the arrival, instead choosing to gaze down at his latest conquest - the Autobot capital city of Iacon.

It had been too easy, really. The Autobot masses huddled within the fortified walls of Iacon had never seen the two-pronged attack coming. While Shockwave could've amassed a powerful enough force to capture the Autobot capital, it had been Megatron's Earth-stationed forces that had provided the power and coordination necessary to crumple Iacon's defense systems and slaughter the ill-prepared Autobots within the city's walls. The final death count had been close to ten thousand on the Autobot side, and only a handful had escaped to Earth, crawling back to Optimus Prime like wounded dogs. Megatron preferred it that way - Prime could be more wounded by the losses of his own than by any kind of physical firepower. He could be left wondering about the fates of the remaining pockets of Autobot resistance being encroached upon on Cybertron, being slowly devoured by his superior forces. Finally, after so many millions of years in a stalemate, Megatron could feel the sweet reality of victory lowering into his grasp. All he had to do was reach up and strangle it.

"Megatron, I bear important news," Soundwave saluted his leader as Megatron turned around, cupping his hands behind his back. "It concerns the whereabouts of the Autobots."

"Are you referring to the collection of Iacon survivors that escaped into space?" Megatron asked with a bit of uncertainty. It wasn't like Soundwave to be so inefficiently redundant. "That's well-known by now; they've made their way to Autobot forces on Earth."

"Long range scanners and sensors have detected increased activity on the two Cybertronian moons," Soundwave continued. "Low-powered magnetic fields have been erected around specific areas of the planet to scramble normal tracking devices. I suspect Autobot covert military operations."

"You're certain about this?" Megatron was a little skeptical of Soundwave's report, mostly because of his own pride as a warrior. Autobot staging grounds, existing almost right under his nose? It couldn't have been possible. "Can you give any indication about the size of the bases?"

"Magnetic activity covers twenty-seven percent Prafas and fifteen percent of Tyras. The most logical conclusion is that it is a beacon for an assault on Cybertron."

"You need not inform me of that, Soundwave." Megatron lowered his head in thought for a moment. It appeared that he'd underestimated Optimus Prime's bravado. Obviously, Prime had counted on Decepticon technology to be behind in sophistication compared to whatever magnetic jamming devices were in use on the moons. As if Megatron would allow the Autobots to gain any kind of edge over him if he could help it.

"What course of action do you advise, Megatron?" Soundwave asked.

Megatron mulled it over briefly. It was awfully tempting to just send out a wave of soldiers to obliterate the Autobot presence on both moons, to eliminate a potential threat to his rule over Cybertron, but his logics told him otherwise. Why stop at the moon bases? The main Autobot force was still stationed at Earth among the flesh creatures. With Megatron's forces largely withdrawn from the planet except for several spies, Prime would certainly attempt to establish a powerful presence there.and given the way that the human politicians groveled to the Autobots' every whim, the planet's resources - which still largely overweighed Cybertron's dwindling supply of energon - would be at Prime's disposal. It was an irresolute situation to be sure.

But the knowledge of the Autobots' infestation of Prafas and Tyras would be just as useful if played correctly.Reflector, Buzzsaw, Blitzwing, and the Insecticons still remained on Earth in spy capacity, and they'd been reporting on the status of an Autobot fortress under construction in the middle of North America. If they made that their focal point on Earth.

"Soundwave." Megatron began, choosing his words carefully. "Assign Laserbeak to watch over the two moons for the moment. We will decide on an optimal course of action when it presents itself."

"Megatron?" Soundwave sounded a little confused, probably expecting the obvious reaction out of his leader. When Megatron shot a contemptuous glance back toward him, Soundwave wisely nodded in obedience. "As you command."

"Excellent. Dismissed, Soundwave," Megatron nodded. "I have much to reflect on."

Soundwave silently saluted his master and exited the chamber, leaving Megatron to his own scheming. He strolled back to the open viewport, watching as his soldiers continued to restore the disheveled Iacon to a capable capacity. It would take a lot of time considering the pounding that the Decepticons gave to it, but once restored, it would serve as a marvelous outpost for this sector of Cybertron.

Megatron grinned to himself, repeating the update report from Soundwave within his head. Laserbeak would not fail him, of that he was certain. And while he and Soundwave reported on the Autobot activities on the Cybertronian moons, he could set to the task of exterminating the remaining Autobot trash from the planet surface. Without their main base of operations, it would only be a matter of time before they succumbed to death. And after Cybertron was fully under his control, the final destruction of Optimus Prime and the Autobots could begin.