Obviously I don't own the Transformers, but this is the way of things.

Just a couple of notes before I begin: This story is based on the US Transformers cartoon from the beginning of the series up until the movie. I do not take the comic books, Beast Wars/Machines, or anything else into account other than what was shown in the TV series. I have taken a couple of minor liberties with how the technology works. As technical matters were mostly glossed over and inconsistent at best in the series I worked out what I think most logically works (and, of course, what works best for the story). I have done quite a bit of research for this story, so everything should be accurate.

This is a work in progress and it's very long (currently over 100 pages in MS Word at a 10pt font, and growing). I have many other chapters already written and if the story is liked, I'll post them too. If all goes well you should be able to read my story and then watch Transformers: The Movie and the transition should be seamless.hopefully. It's been slow going now for a while so I figure I'd post it where people could actually read it and give me some honest feedback. Perhaps it will give me the push I need in order to finish it. Clearly you should see Chapter One before you read this one. Now, on to the story:







Chapter 02





In the landing bay of the Autobots' crashed-ship headquarters, the Ark, Wheeljack finished welding together the framework of large cannon. It took up the entire length of the bay and then some; it had to be split into several sections just to it fit inside. "Now that there's enough power to go around I'm was finally able to finish with these new defenses. Maybe now we can be better prepared the next time the Decepticons try to get at the power plant."

Optimus Prime, the wise Autobot commander and one of the most powerful warriors that ever lived, had been supervising the construction. His impressive red, blue, and silver form was rigid, as though in constant tense worry; the look of a being who had lived through too much, and knew that there was still much, much more to do. "I agree," he said. "The sooner we stop the Decepticons the sooner we can help our friends against the main Decepticon force on Cybertron. Just remember, if the Decepticons are allowed victory here they will have the resources of two planets at their disposal, and then nothing we do will be able to save Cybertron. Not against that kind of power." He looked around the large open area and saw other parts of the large weapon-meant for mounting on the ridge outside of the volcano that the Ark has smashed into so long ago-strewn about. "How much longer before this is completed?"

"Within the week, Prime. Building is easy with the energy of the power plant."

"That's what I'm worried about," he said. "This power plant is both a blessing and a curse. I fear it won't be too long before another Decepticon raid and I'd like to be ready for them with some new surprises the next time they try. Keep this level of work up and we'll win this battle yet." After giving another quick glance at the work that was being performed he walked back to bridge of the ship where Jazz, Bumblebee, Ironhide and others were bustling about performing their various duties. Jazz was at the main console of Teletraan One, the Autobots' supercomputer that was used to monitor world events and troubles-as well as the Decepticons. Jazz looked perplexed as he was keying away at the controls. "What is it Jazz?" Prime asked.

Jazz didn't look up from his work. "I'm not sure, Prime. Maybe it's nothing, but then again maybe it's the Decepticons rockin' and rollin' again." He punched some keys for a few more microns before continuing. "There was an unusually strong energy disturbance detected from somewhere over the ocean."

Concerned, Optimus Prime ordered another sweep of the area. The Decepticon command base was located somewhere under the ocean, but that was all the Autobots knew, and they only knew that much simply because of they retraced the origin vector of Decepticon attacks. Since the Decepticons' base was at the bottom of the ocean it was difficult to separate what would be the headquarters from what was actually on the ocean floor. The was little water on the Autobots home world of Cybertron, and no oceans to speak of, the Autobot technology was not designed to perform detailed deep sea scans. Unfortunately, the Earth was over seventy-five percent water, so finding the Decepticons' base of operation was like trying to locate a single energon cube inside of a star. This disturbance, however, could be the break that they were looking for, giving them an idea as to the area where their enemies were hiding.

Jazz completed running the second scan. "Sorry, Prime, there's nothing now. I have no idea what it could have been, whatever it was it was big. Maybe it was a natural phenomenon."

"Not likely. I believe that the Decepticons have just made an error. I think we should send Skyfire and the Aerialbots to investigate, just to be sure." He thought a moment longer, "Triangulate a course for them to follow. When they arrive at the area of the disturbance have them run a concentrated sensor sweep. They should be able to find some sort of energy signature emanating from the Decepticon installation."

"Sure thing, Prime." Jazz contacted the Aerialbots and Skyfire and gave them their orders. The six Autobot jets left immediately for the coordinates Teletraan One had managed to pinpoint. With a little luck they would soon know where the Decepticons had been hiding for all this time, and, with the vast amount of energy the power plant supplied them, they would be able to launch a final offensive against them. The Earth would finally be rid of the Decepticons.

* * *

A small army stood behind Megatron as he calmly addressed his forces at large. Inwardly, however, his excitement was barely kept in check. He could feel it in every circuit of his being, this time he would be victorious and nothing, truly nothing, could stop him. Not the Autobots and certainly not the pitiful military forces of Earth. Nothing!

"Decepticons," he began, "What you see behind me is the newest addition to our army. As you all know I recently made a trip to Cybertron, which was most eventful." He gestured behind him, indicating all thirty-six Decepticons behind him. "His name is Swarm. He is the Nanocon. Remember that, as he may very well be replacing you all." He laughed at that, making many of the others present nervous; some began to shift their weight from one leg to the other. When Megatron offered no other names a question was raised.

"What are the other guys' names, Megatron?" This came from Frenzy, the abominable little warrior from Soundwave's ranks of tiny cassettes. Megatron noted that Frenzy was about the same size as Swarm in its present form, only Swarm was infinitely more powerful that the wretched loudmouth Frenzy.

"Swarm is all of them. He is a collective intelligence, what one part of him learns the others learn as well." Behind him Swarm remained motionless except for its heads. All of them looked about, taking in their surroundings and allies-learning.

As was expected Starscream stepped forward to offer his opinion. "You wasted most of our energy reserves on that trip to Cybertron, and for what? That pathetic bunch of toys couldn't-"

"Silence, Starscream!" Megatron commanded. He was in absolutely no mood for Starscream's outbursts. "You cold take a lesson from Swarm. He is a collective intelligence, a commodity you seem to lack a great deal of." Megatron emphasized this point by aiming his large arm cannon at Starscream. A few of the other Decepticons had a chuckle at this before realizing Megatron had been completely serious and they fell silent. At length Starscream offered no more insolence and fell into a brooding silence. "Now, a demonstration of his power." Megatron turned to face his new legion and shouted a command to Swarm. The thirty-six units merged into the six mid-sized units. Swarm did not move a micron beyond what they were commanded; he truly was the perfect soldier.

Megatron decided he would offer a demonstration, which should prove effective and amusing. For Starscream's outburst he decided to teach the fool a lesson. "Starscream, lets see how well you fair against my new 'toys.'" Megatron stepped aside, creating an open path to the new Decepticon. "Feel free to attack."

Apparently there had been some pent up anger within him, as he offered no retort. Starscream sped forward into an immediate and merciless attack. The response from Swarm was instantaneous. Starscream fired at one of the six units and it separated into the smaller pieces. The laser fire passed through open air that a moment before had been occupied by one of Swarm's secondary units. Now, the space was surrounded with a ring of six smaller robots, Swarm had separated into his smallest form at the last possible moment, allowing Starscream to sail though the air when he thought he would be colliding with his target. The six small Swarm units quickly reformed into the original mid-sized unit all in a fluid motion, almost like watching water flow. Swarm hit the ground at a run and moved directly at Starscream, traversed the remaining distance, and struck his assailant with a double-fisted blow to the chin. All of this occurred in an instant, faster than a laser blast could pass the short distance between the two combatants. Starscream sailed through the air and slammed into a wall.

Furious, Starscream leaped back toward the unit that had downed him and landed a punch, knocking his opponent off balance. The Swarm unit fell to the floor, but separated into the smaller pieces once again-all of which landed on their feet. As one, the small group of six flew forward and tackled Starscream, pinning him to the ground by each arm, leg and by his neck. The remaining five units of Swarm, each still in their secondary form and not yet part of the conflict, surrounded Starscream, aiming their weapons at his head. The fight was over, although it seemed Starscream was having a problem accepting it. He still struggled against the restraining hands of Swarm.

The rest of the Decepticons, which had just managed to get in a rowdy uproar in support of a good fight looked disappointed when it was already over.

"Enough." Megatron called Swarm back and allowed him to change back into the six unmoving sentinels at his back. He looked down at Starscream and gave him a sinister smile. "Satisfied?" As expected there was no answer. He returned to the front of the group.

Ramjet helped Starscream to his feet who appeared uninjured but for his ego. Good, Megatron thought. It felt good to take Starscream down that hard. "Now," he turned back to his warriors. Does anyone else wish to try?"

Dirge, yet another member of the Decepticon air force said, "What odds are you giving us, Megatron? Another one on one fight? Even though you say he's one warrior he easily counts as at least six of us." The surrounding forces nodded in agreement.

"My point exactly. He can replace most of you with ease." Megatron paused, thinking for a moment, tapping into the only kind of thought process he knew Deception warriors would understand. "Very well, all of you may try at one time. If you believe that will help." Megatron backed away. "This could become damaging, though. We should continue the demonstration outside where we will incur less damage to this structure. As far as all of you are concerned-well, any damage that is incurred to yourselves is acceptable." Megatron smiled menacingly.

Angered by this, the group left the room and entered the surface module, which was nothing more than an overlarge completely enclosed elevator which allowed the Decepticons to travel between the surface and their undersea headquarters without getting wet. Once all of his troops were inside the module Megatron followed, along with Swarm. After a short trip, the octagonal module breached the surface of the ocean. One side of the module lowered like a drawbridge and the Decepticons poured out into the air. First the main army, and then Swarm. In an attempt at fairness he had allowed the others to go before Swarm, so that they could take up the more strategic positions. Only Megatron, Soundwave and Reflector remained on the platform to oversee the operation.

Swarm exited and immediately integrated itself into the battle.

Thundercracker and Ramjet swooped in from opposite directions, attempting to flank their opponent. Their blasts passed harmlessly through Swarm as he disassembled and reassembled again. The Insecticons-Bombshell, Kickback and Shrapnel-attempted a direct assault that Swarm countered by combining into his largest form and appropriately swatting them out of the way. They hurtled about a mile before crashing into the ocean's surface below.

Scrapper ordered his Constructicons to form Devastator immediately, apparently hoping sheer brute force would be enough to defeat Swarm. Megatron found this amusing as well as disturbing. Was he, Megatron, the only one out of them all that was able to see the true potential of this new warrior? Granted the demonstration on Cybertron had been brief, but he was able to see limitless potential in Swarm. The way that he sees all openings at all times and exploits those advantages to the fullest. It was amazing to behold.

Devastator approached the giant form that Swarm remained in after dispatching the Insecticons and took a swing. The blow missed when Swarm dissembled into his tertiary form and thirty-six small Decepticons latched themselves onto various parts of Devastator's body and literally pulled the gestalt warrior apart. The Constructicons plummeted into the ocean below. Even as the Constructicons fell Swarm changed into his six-robot form and began to seek new targets and assumed an attack formation.

Megatron allowed the fight go on for a while longer, not wanting anyone to be left out-he wouldn't want any one of his army to not respect Swarm's power. Then, when nearly all of his warriors had been defeated at least twice, he called off the attack. Slowly and painfully, Decepticons emerged from the surface of the ocean and made their way back where the rest of the army was gathered, atop the surfacing elevator. They were battered and beaten but not permanently damaged. "That was merely a sample of Swarm's power," his words were bursting with pride. "The reason that you are all still functional is because of me." He looked around at all of the others to make sure they were comprehending. "I ordered Swarm to defeat you but not to permanently damage or kill. Imagine what will become of the Autobots without such an order. Their deaths will be painful." The forces attempted a cheer that ended in a pitiful and disorganized vocalization. "Now it is time to prepare for the end of our enemies."

Soundwave approached Megatron; his blue-plated form reflected the light from Earth's bloated yellow sun. "There is a small group of Autobots approaching from the southeast, Megatron. I suggest that we get below before they discover the location of our headquarters."

"It will not matter, Soundwave," Megatron said confidently. "When we have finished with them, there will not be any of this group left who might tell their allies of our location." He held his arms wide, encompassing all of his army. "Even if the small force was able to defeat the Decepticon army there is now Swarm to deal with. They will be destroyed!"

"We'll, here's your chance to prove it, Megatron," Rumble said as he pointed to the distance.

"Reflector!" Megatron called. Three small robots leaped into the air and combined into a camera that fell neatly into Megatron's open palm. Placing the device to his optical sensors he viewed the distance under a high magnification. Six Autobot jets approached. The Aerialbots and Skyfire. Megatron cursed inwardly. Not that they were a threat, but all six of them were-in a way-his doing. The Aerialbots were an Autobot counterattack to a plan he had had a long time ago when he created the Stunticons. He attempted to give the Autobots a bad reputation by creating Decepticon automobiles, hoping humans would distrust the Autobots. In response the Autobots thought it would be . . . entertaining to make Autobot jets to fight on their side. The result was a confusing fiasco that he did not care to repeat.

Then there was Skyfire. An alien technology crashed in the polar regions of the Earth and was retrieved by Decepticons. It was a powerful new addition to their forces, and was sent immediately after the Autobots. Unfortunately, he was promptly defeated, reprogrammed, and welcomed into the ranks of the Autobots. Optimus Prime probably didn't even realize the irony of his sending these six on a reconnaissance mission into Decepticon territory. Of course, that did leave the question of what they were doing here? It couldn't be a coincidence the Autobots decided to search this area just as they were about to crush them. There would be time to work out the details later, when they were dredging Autobot wreckage from the bottom of the ocean. Megatron gave the order, "Decepticons! Attack!"

* * *

Skyfire sped at supersonic speed over the open ocean toward the coordinates that Jazz had given him. As far as his sensors could detect there was nothing but a flat expanse of water, an element that the Earth seemed to have in great abundance. Even though the water stretched from horizon to horizon it was still boggling to his circuits that the majority of the water was actually below the surface. It was in those depths that they needed locate their target, the headquarters of the Decepticons. "Anything yet, Fireflight?" Skyfire asked of the smaller red and white jet fighter that flew behind and to the right of him. Fireflight was the reconnaissance expert on the Aerialbot team since he had the best sensory equipment out of the entire group. In fact, his sensors may be better than most of the Autobots.

Fireflight increased his thrust to catch up with the larger and faster Skyfire, just barely missing his tail wing. Besides his sensory skills, the Aerialbot was also known for his careless flying. That didn't bother Skyfire that much-as long as it didn't involve him.

"Nothing yet," Fireflight said. Then after a moment, "Wait! I'm getting something. Three, no, now there's twelve. No, now there's . . . there's too many."

Silverbolt, the Aerialbot leader who was in the form of a sleek, supersonic Concord jet, sped up to flank Fireflight. "What have you got? Too many what?"

"Decepticons."

"How many is too many?" Skyfire asked.

"All of them, I think," Fireflight said after a moment.

"Damn," Skyfire cursed. "We can't fight them and we can't call for reinforcements."

"I suggest we retreat," the harrier jet, Slingshot, said. "I mean, we know we're close to their base. We can come back when we have a chance."

Even Air Raid, who was always looking for a fight agreed. "There's no way we can fight all of them. We gotta get outta here."

"There is no way to escape them. They have us out matched in numbers, firepower, and speed," Skydive put in. Always the optimist, Skyfire thought sarcastically. "But, that does not necessarily mean that we cannot attempt a tactical withdrawal," he amended.

The sextet made a wide arc and started back toward the southwest. In less than an Earth minute the first of the Decepticon laser fire streaked past Air Raid's nosecone. "Ouch! That's some hot stuff coming our way, guys."

"Silverbolt," Skyfire called. "You and I are the fastest here. We'll cover the others' retreat as best we can. Lets move!" Silverbolt agreed and order the remainder of the Aerialbots to return to base.

"I'm not leaving you guys! Especially not if you're going to be fighting!" Air Raid insisted with battle lust touching the corners of his voice.

"Come on, you'll do no one any good if you get shot down," Skydive interjected. Then to Silverbolt he said, "Don't worry. We'll make sure Air Raid doesn't do anything stupid." The four remaining Aerialbots streaked off into the distance as Skyfire and Silverbolt reduced their throttle and prepared to engage the entire Decepticon army.

Skyfire transformed, but only partially. His alien nature that was still not completely understood, but it allowed him to transform in stages, unlike the others, which had to perform an all-or-nothing transformation. Skyfire swung his legs down and out in front of him and pulled his arms out while keeping his body in his aircraft form. Using the thrust from the jets in his feet-or what would have been his feet had he transformed completely-he performed a sudden braking maneuver and reversed his direction. He fired a volley of missiles and laser blasts into the oncoming throng of Decepticons. Silverbolt flew alongside of him fired all of his own weapons-lasers and missiles-at the same time as Skyfire. The fierce attack had the desired result and scattered the Decepticon forces in all directions and bought the Autobots a bit more time to increase their distance from the Decepticons.

Silverbolt and Skyfire turned around again and sped after the rest of the retreating Autobots, all the while concentrating their fire aft, trying to take out as many Decepticons as they could. Their enemies regrouped quickly and continued their pursuit. Skyfire, checking behind him, noticed that the Megatron himself was at the head of the formation. "What have we blundered into here?" he asked Silverbolt. "What are the odds that we would catch them all outside and in the best position to attack? It's almost as though they were waiting for us. Was the disturbance that Teletraan One detected all part of some kind of trap?"

"I have no idea," Silverbolt was forced to admit. "Skydive might have some idea, though. Why don't you ask him . . . if we survive this!"

In front of Silverbolt there was a slight distortion as the air rippled and Skywarp appeared. The sleek, black jet was just through his dimensional vortex when he started a fierce attack. Silverbolt barely dodged in time as laser fire singed his tail wing. Skyfire was quick to counterattack while Skywarp was busy with Silverbolt. He transformed into his full robot form and unleashed a heavy bombardment of fire upon the Decepticon, striking him full force and sending Skywarp careening off course. This did not discourage the other Decepticons, however. The firepower kept coming from behind and each time they were forced to evade and attack was extra time their enemies had to gain on them.

Suddenly, they were surrounded with a cloud of tiny Decepticons, Decepticons so small that if had he needed a pilot they would have fit neatly into his cockpit, Skyfire noted. He counted over thirty of the tiny robots, all of which looked exactly the same. Since he had been part of the Decepticon army for a brief time, Skyfire thought he had known all of them. However, he had never seen these small creatures before. "What's this? Where the heck did they come from?"

No time was given to answer Skyfire's questions, though, as the small robots began to combine. Soon there were six robots, each the size of an average Autobot-or Decepticon; there was no mistaking that. The six unfamiliar Decepticons landed on him and Silverbolt, three on each. Their unexpected weight threw him off balance almost crashing him into the ocean, but he somehow managed to correct his horizon and stay in flight. He was not sure how Silverbolt was fairing, and unfortunately he did not have time to check. Quickly, Skyfire converted into his robot form and grabbed one of his assailants. It was smaller than him-as Skyfire was larger than most Autobots and Decepticons-and was mostly a steel-gray with black and dark blue highlights, but there was something about it that was disturbing, a look of deadly intelligence in its eyes. Skyfire didn't have time for a more thorough examination as the others were closing in fast. Using the unknown robot as a weapon he threw it at the other two who were still latched onto his body. But milliseconds before the impact all three of them divided into smaller units again, dispersing before any damage could be done. Skyfire knew that it was going to take a lot more time and energy than he had at the moment to figure out how to defeat these new Decepticons. Right now, he had to get out of the area and back to the Optimus Prime. Quickly scanning the distance he found Silverbolt, but there were no sign of his assailants.

"We've got to get out of here!" Silverbolt said, echoing Skyfire's own thoughts.

Skyfire transformed back into his full jet mode and pushed his throttle to the maximum. "Just speed away and don't look back. Our only chance is to outrun them. The others have had enough time to clear out by now! Lets go!" Silverbolt offered no argument and fired up his jets. With painful slowness they began to pull away from their pursuers. After a short while they had land beneath them and the Decepticons broke off their chase. They were getting too close to the Autobot headquarters for them to dare follow them any further.

The two of them continued at full speed for a time after the Decepticons broke off, just to be safe. Then, when they were sure that they were no longer in any danger, they slowed to a reasonable speed. They had already broken countless agreements the Autobots had with the humans about their airspace. Optimus Prime would understand though, he and Silverbolt were not the type to blatantly disregard the airspace rules-that was left to Air Raid and Powerglide.

Silverbolt came up on Skyfire's left. "What were those things? I've never seen anything like them."

"I haven't the slightest idea. Looks like Megatron's been attending some garage sales," Skyfire joked.

Silverbolt's tone remained serious, however. "I have the distinct feeling that if we weren't able to outrun them we'd have been killed."

Skyfire didn't say anything in response. This was definitely no laughing matter, and definitely something Optimus Prime needed to know about.