Supreme Folly

by Zylly

When the giant Guardian Robot, Omega Supreme, arrives on Earth, it spells trouble for the Autobots and Decepticons. Will Megatron come to regret an ancient mistake? Will Prime allow this powerful force to destroy his arch-enemy?

It was one of those nights when you could see every star, when the sky was truly black and the stars sparkling pinpoints. It was nights like this that Beachcomber and Hound loved; they could drive through the forest the outside the Ark, find the perfect spot, and simply stare at the sky for hours.

"See that?" Hound asked, starting to trace a shape between the stars with his hologram gun. "That's Orion, the hunter."

"Like, wow oh wow," his blue and gray companion replied. "I guess I spend just a little too much time lookin' at the ground. The sky's just as interesting."

"Everything about Earth is interesting. When you've been around the planet a little more, you'll see."

Beachcomber, like several other Autobots, and, unfortunately, Decepticons, had been present on the Ark for as long as the others, but had been in an inaccessible portion. It wasn't until a Decepticon operation to recover their own troops that the Autobots became reactivatable. Though this meant that the Autobots now outnumbered the Decepticons more than ever, the Autobots reactivated were, for the most part, not fighters, but scientists, rescue forces, and of other supporting functions. The Decepticons, on the other hand, had gained three additional seekers and a pair of triple- changers, in addition to their already Constructicon-bolstered forces.

This should have left things at a stalemate, and, for a time, it had. Unfortunately, recent events had complicated things tremendously. Skyfire had resigned and headed for parts unknown, citing that he no longer felt he could fight effectively. Their mightiest warriors, the Dinobots, were down for extensive repairs and upgrades-they had picked up a strange, though treatable, affliction during their brief journey to Cybertron.

So it was quite fortunate that the Decepticons had been quiet as of late. Of course, Hound knew that it only meant Megatron was planning some truly awful and elaborate scheme, but he'd take that over fighting any day.

"Hey Hound, take a gander at the skies! There's, like, something truly cosmic going down!"

Hound brought his head up and quickly found what Beachcomber had seen. At a distance, it appeared to be a shooting star, but a quick check with his shoulder-mounted sensor gun proved it to be otherwise. It was a conical rocket, quite a large one at that, and, if his scanner was accurate, shunting a tremendous amount of .something, into subspace.

He activated his radio. "Hound to Optimus Prime."

"What is it, Hound?"

"Beachcomber and I have spotted some sort of rocket entering Earth's atmosphere. It looks like it's going to land not far from here."

"Hmm. It could be dangerous or even the Decepticons. We have to investigate. You two proceed with caution. Wheeljack, Smokescreen, Inferno, and I will join you as soon as possible."

"Understood, Prime. Hound out."

He glanced over to Beachcomber. "Shall we?"

"Like, let's roll out!"

***

Meanwhile, deep beneath the seas and within the bowels of Decepticon Headquarters, Soundwave was busy monitoring various Earthling and Autobot activities. Most of the time, it was uneventful. Occasionally though, there would be something worthy of notice.

"Attention Megatron," he intoned.

Seated across the command center, Megatron turned to his lieutenant. "What is it, Soundwave?"

"Rocket of Cybertronian origin detected. Projected landing area is near Autobot Headquarters."

Soundwave could tell Megatron was scowling without even seeing his face. His own thoughts likely mirrored those of his leader. . It could be Decepticons, but Soundwave did not think the odds were. On the other hand, even if the rocket's crew were Autobots, there were ways of converting them to the Decepticon cause.

"Tell Astrotrain and Blitzwing to prepare to leave immediately. You and I shall accompany them and investigate this."

"As you command, Megatron." Soundwave added Rumble and Frenzy to the list of Decepticons to alert. His cassettes were always implied whenever he was part of a mission; the bipedal two of them simply preferred a bit more autonomy than the others.

Soundwave had a bad feeling about this.

***

When Hound and Beachcomber pulled into the clearing, the rocket was still overhead, but it was coming in fast. They transformed and, just as a precaution, drew their weapons. Hound kept his shoulder sensor on the rocket. Now that it was closer, he was able to tell that it was Cybertronian in nature.

"It's old, man, real old," Beachcomber said. "Millions o' years. I figure it's from the Golden Age."

"The Golden Age? I didn't think anything that big had survived."

"Heh. Just when we think we know the universe, she shows us something we didn't. Ain't it wonderful?"

"Let me answer that after we've seen what this is."

The rocket came closer and inverted as it began breaking and landing. As it did so, Hound's sensors revealed to him that the whatever-it-was stored in subspace was being drawn out.

"Like. wow."

It was a sight that would have given any Earthling physicist fits. Torn from a pocket between dimensions, a large track, a fierce looking tank, and a base for the rocket appeared. Cast mostly in grays, there were bits of gold and crimson that made it look even more imposing. Every piece of the structure dwarfed them. It was obvious it had the potential to destroy them without their ever having a chance to fight back.

"So," he said, making certain to keep his gun pointed at the ground so as not to draw the thing's attention, "you're Mr. Peace and Love, go introduce yourself."

"Hey man, we may all be one with the universe, but I don't think I'm ready to be one with that universe."

"Together then?"

Beachcomber nodded. "Yeah."

As they stepped forward, the tank's turret swung to point at them. From somewhere within the structure, a booming voice spoke. "IDENTIFY YOURSELVES."

"Ah, I'm Hound."

"And I'm Beachcomber. We're Autobots, you dig?"

"AUTOBOTS?"

"Yes," a voice from behind them said. Prime and the others pulled into view and transformed. "And I am Optimus Prime, leader of the Autobots."

Prime stepped forward to approach the craft/base. He hesitated slightly.

"Is something wrong, Optimus?" Smokescreen asked.

"I've seen this before. or something very much like it." He turned to face the structure again. "Who are you? Where are you? You needn't fear us; we won't harm you."

"I FEAR NOTHING."

Hound had, by this point, finished his scan. "Prime, the only lifesign my sensors can detect is coming from the structure itself."

"What are you?" Prime asked again. "Are you a Transformer?"

"EXPLANATIONS: UNNCESSARY. REQUEST: LEAVE."

"I'm afraid we can't do that. Protecting the Earth is out responsibility and we must be certain that you aren't a threat to it."

"ONLY ENEMIES NEED FEAR ME."

***

As Megatron and his Decepticons flew towards the location Soundwave had plotted, they saw the rocket pointing skyward and quickly saw the rest of the base. Megatron felt his mech fluid grow cold.

"We must destroy that structure at once, before it has a chance to act! The Autobots are secondary to this!"

"What?" Blitzwing asked. "We're not gonna smash the Autobrats?"

"No!" Megatron howled. He quickly regained his composure. "If you don't feel comfortable following my orders, Blitzwing, I can add you to the list of targets!"

"Ah. As you command, Mighty Megatron."

"Much better. Decepticons. attack!"

***

Before Prime could speak again, the air was split by a tremendous blast of purple energy and the sound he'd long come to associate with Megatron's fusion cannon. He instinctively moved out of the beam's path but needn't have bothered. It wasn't aiming for him, but rather for the tank's track.

Megatron, Astrotrain, and Soundwave landed, while Blitzwing transformed into his tank form.

"Step away, Prime. You don't know what you're dealing with here."

"I know that if you're out to destroy this being, then I know enough." He raised his rifle. "We've beaten you before Megatron. We'll do it again."

The other Autobots likewise drew their weapons and adopted fighting stances.

"Decepticons," Megatron growled, "remember your orders."

And so the battle began.

***

Inferno raised his weapon hand and fired a missile at Soundwave. "Since Brawn's not here, I guess I'll just have to deal with you, gruesome!"

The missile impacted with the Decepticon's chest and slammed him backwards into a tree. He quickly recovered and placed a finger on his eject button. "Rumble, Frenzy, Ravage, Buzzsaw, Laserbeak: eject. Operation: termination." His chest panel flipped open and the five miniature Decepticons shot out and transformed. Laserbeak, Ravage, and Buzzsaw flew/leapt off into the fray, while Rumble and Frenzy remained near Soundwave.

Rumble smirked as he leveled his gun at Inferno. "Hey! Nobody calls Soundwave gruesome or anything else!" Frenzy and Soundwave likewise pointed their weapons at him.

Inferno managed to spare a glance at the others around him. Prime was, of course, squaring off against Megatron, though both seemed to have lost their weapons and were grappling. Smokescreen and Hound were battling Blitzwing-though that amounted to staying out of his firing radius, Beachcomber was racing away from Ravage, while Wheeljack was exchanging shots with Astrotrain and dodging strafing runs from the birds.

"Well," he said, "looks like you guys go me, don't it?" As he talked, he transformed, and his nozzles popped up from their recesses.

"Ha!" Frenzy laughed. "No way a little water's gonna hurt us!"

Had he been in robot mode, Inferno would have smiled. While it was true that he usually just sprayed water or fire fighting foam, he could adapt his equipment for nearly as many liquids as Ironhide. He made a mental selection and let loose. with napalm.

The super-hot jets roared to life, blasting into Decepticons and blowing them away. Even as they went down, Inferno switched back over to fire suppressing foam and sprayed them down. He might have liked to play with fire on occasion, but suppressing it was his real job and he wasn't about to let any blaze, let alone a self-started one, get out of hand.

***

Wheeljack tagged Laserbeak with a shell from his shoulder cannon, then moved behind a tree to avoid a shot from Astrotrain's ionic blaster. He activated the shell, which sent a surge of electricity through Laserbeak's circuits and placed them under his control. It was a trick he'd picked up after analyzing the various sensor readings from battles with the Insecticons and had served him well in designing the Dominator Disks. though this was a far less powerful version.

It was enough to override Laserbeak's weapons, turn him around, and force him to fire on Astrotrain.

Why hadn't the rocket or its occupants done anything? What were they waiting for? He'd heard it repeat the word "Autobots" when they were driving toward it, but it had been so without emotion that he could not tell if it was on their side or the Decepticon's.

They were holding their ground, certainly, but the Decepticons, Megatron in particular, were fighting like they truly had something to loose here. And why did Megatron want the structure destroyed? Did he know what it was? Was it just a threat to him, or a threat to the entire planet?

Wheeljack normally loved questions. It meant that there was something to be solved, a problem to be fixed, and a gizmo to be built. But that was when he had at least a chance to deduce the answers. Right now, there were far too many questions, too many puzzle pieces, and not enough time or chance for him to do any kind of analyzing.

He transformed and drove towards Astrotrain, who opened fire. A panel opened on his roof, and a reflective shield unfolded, sending the bolt flying off. and right into the rocket. It didn't seem to do much damage, but Wheeljack could feel its potent sensors being turned on him and every other Transformer present.

"ENOUGH."

And with that, all battle stopped and a sound, faint at first but familiar, could be heard. It was the sound of transformation.

Pieces of the rocket, tank, track, and base went every-which-way, in complete defiance of gravity.

And then they reassembled themselves.

Into a Transformer.

A giant Transformer, bigger than Prime, bigger than Grimlock, bigger than Skyfire, even bigger than Devastator.

One arm ended in a fierce claw, the other in a potent-looking blaster. A second blaster rose from behind its head and everything about it suggested power. Clear duraglass obscured part of its face.

Its gaze fell on Megatron.

"PREPARE FOR EXTERMINATION."

***

Blitzwing transformed as everyone stopped to stare at the giant Transformer. He'd been around a long time, longer than a lot of the other Decepticons, and he knew instantly what it was: a Guardian robot. But he had never seen one in those colors before or with the ability to transform.

For millions of years, between the Second and Third Great Wars, the Guardian robots had protected the cities of Cybertron. They could be beaten, but not without significant effort and firepower. Most Transformers simply did not have what it took to combat one successfully. At full power, one could even defeat a gestalt giant. They'd been fortunate that dwindling fuel reserves, a result of the on-going and planet- wide Autobot/Decepticon conflict, had forced most of them into stasis.

But he had never, ever, heard one speak like that. He had never heard one speak with rage before. To attack it would have been suicidal yet to run before Megatron gave the order equally so.

"Well I'll be," one of the Autobots, Hound, said. "A Guardian. Bad luck for your side, Blitzwing."

"Bad luck for all of us, Autobot. That thing may look like a Guardian, but it sure doesn't act like one!"

***

Megatron had known victory many times in his long life and he had also known defeat. He had known disappointment and he had known rage. He had, at one point, known a few lesser emotions, but had long since banished them from his spark.

But now, for the first time in longer than most beings could contemplate, did Megatron know fear. This was not some sentimental Autobot vying for victory. This was not Starscream on a power trip. This was not an enraged Dinobot. This.this was a monster he had created, a moment he'd always suspected could come, but doubted that it ever would.

And then the monster fired all three of its weapons simultaneously.

Megatron leapt into the air and transformed, his reduced size making him too small to be hit, though the earth beneath him was vaporized into a deep and smoldering crater. He transformed again and took to the air.

"Decepticons-retreat!"

The others looked between the Autobots and the Guardian robot and likewise took off, Blitzwing and Astrotrain transforming to their aerial modes and Ravage returning to Soundwave's chest. The Guardian continued firing, but it was slow, and by weaving continually, darting every which way, they could avoid taking any blast head-on.

Despite the situation, Megatron wondered what he was going to look forward to less: telling the Constructicons or the fit Starscream was going to pitch.

***

The Guardian robot stared at the retreating Decepticons. "RESULTS: DISSAPOINTING."

"That's it?" Smokescreen said. "That's all he can say? He sent the Decepticons running with their tails between their legs and he's disappointed?"

"I don't know," Hound replied. "Something's not right about this."

"I'm not so sure I, like, dig this man. I'm getting bad vibes from this one," Beachcomber said.

"I didn't think there were any Guardians still active," Wheeljack added.

Inferno simply stood there open mouthed, clearly unnerved by the display of firepower.

It was Prime, displaying far greater confidence that Smokescreen had ever had, let alone bluffed, that broke the silence. "You. clearly harbor great hatred for Megatron and the Decepticons. We also fight against them and would like you to return to with us to our headquarters to discuss the situation more thoroughly."

The Guardian turned to look at Prime. "NEGATIVE." It transformed back into its rocket mode, and with a mighty roar, its engines ignited, most of its mass folding away into subspace, leaving only the rocket, which quickly vanished into the night sky.

"Should we try and follow him, Prime?" Smokescreen asked.

"Negative. He's already gone too far, too quickly. We'd best consult with Teletran-1. I want to learn everything I can about him before we encounter him again. Let's transform and roll out."

***

Prowl and Jazz met Prime when he and the others returned to the Ark. The others headed to the repair bay for minor repairs, while he headed to the main chamber. Both wore worried expressions. While that was somewhat a regular site for Prowl, it was very rare for Jazz.

"We had Teletran do a search based on your description, Optimus," Prowl said. "But I think this is something you should see for yourself."

Jazz turned to face the computer. "Teletran, play the file on 'Omega Supreme.' "

The screen lit up, showing the Guardian robot from all angles and modes. "Omega Supreme," Teletran said, "was the last Guardian robot built and incorporated more advanced weaponry and the ability to transform. As he was the most powerful Guardian, he was assigned to protect Crystal City. His term of service was uneventufl, until five million years ago when, for reasons unknown, he deserted his post and Crystal City was destroyed. Following that, he was unmerciful in his attacks on the Decepticons-the Constructicons in particular. For further reasons unknown, he departed Cybertron roughly five thousand years before the Ark-mission. His status from then until present is unknown."

"Just how powerful is he?"

"Omega Supreme is powerful enough to successfully engage Devastator in combat. Projected analysis suggests that the Dinobots may be powerful enough to engage and defeat him if necessary."

Prime's optics narrowed. Omega Supreme was too much of an unknown, even with this additional data. He remembered the old Guardian robots; the Decepticons had often struggled to defeat them. If this one was even more powerful and able to transform.it did not bode well for the Decepticons.

While he had no love for the Decepticons, he did not truly want them destroyed. He would much rather they be brought back to Cybertron for their crimes, but, if he had to destroy them to protect the universe, he would. If Omega Supreme destroyed them, he would not weep.

But.and, if war had taught him anything, it was that there was always a but. Any battle between Omega Supreme and the Decepticons was likely to cause untold destruction and potential harm to the humans. For the good of the Earth, they were going to have to stop him, even if it meant helping the Decepticons do it.

***

His conversation with Starscream still rang in his audio-receptors.

"I always knew you were an idiot, but I never though you were this big of one!" Starscream had screeched. "You took a Guardian robot and made him more dangerous than all the Autobots combined."

"Starscream, the only thing that prevents me from deactivating you right now is my need for warriors. However, should you continue to try my patience, I will be willing to risk your loss. Do you understand?"

Starscream had taken a step back and made an exaggerated bow. "Of course I do, Mighty Megatron. I shall be happy to lead your air forces." Megatron understood that "on a suicidal mission" was implied in his lieutenant's statement.

Megatron had, impossibly, underestimated how much Starscream would rant. They'd returned to Decepticon Headquarters over three Earth hours ago, and he had immediately informed all of his soldiers of the situation at hand. Thundercracker, Skywarp, Dirge, Ramjet, and Thrust were apprehensive, but still eager to fight. The Seekers, save for Starscream, were simple creatures, easy to manipulate, easily kept in-line by a healthy display of power. Give them an enemy to fight and they would serve to the best of their ability. Starscream, on the other hand, was a more complex entity. He had to allow the Air Commander to rant; it allowed him to vent his frustrations so that his mind would be cleared when battle arrived. And, for all his failings, Starscream was very good at what he did. He simply required more time than the other Decepticons to achieve the proper focus.

The Constructicons were wary of facing Omega Supreme again; he didn't doubt their resolve or their loyalty--his Robo-Smasher had done its work too well- - but they simply knew that their power alone would not be sufficient to battle the Guardian. Fortunately, they also knew they would have the entire Earth-based army fighting with them.

Unfortunately, they would not be facing Omega Supreme with as great a force as he would have liked. He had contacted Shockwave on Cybertron to speak of reinforcements, but he had been informed that certain eddies within the space-time fabric were making travel between worlds impossible.

He'd even contacted the Insecticons to bargain for their help. They'd said "Nyah, nyah, neener-neener-neener" and done a dance that involved waving their rear ends at him. He'd terminated the connection and moved them up several spots on the list of specific individuals he was one day going to exact personal revenge upon.

Now, he sat alone in his quarters, contemplating a hologram of Omega Supreme. With rare exception, Megatron cared little for his troops, but he needed them to achieve his goals. He did not like the idea of simply throwing away their lives, especially when it came as a direct result of his actions. Converting the Constructicons into Decepticons had been one thing, but he had been greedy, wanting the Guardian's power, and had only succeeded in blinding the giant with rage. Omega Supreme had crusaded single handedly against his forces on Cybertron but had attacked so rarely that he had not ever truly been worried about him. And then, when the Constructicons had been sent off-world for to conduct other operations, Omega had followed, and Megatron had moved onward to conquer Cybertron. With the loss of four million years from chasing the Ark, he had all but forgotten he even existed.

And now it was all going to catch up with him. But he was Megatron, the most powerful Decepticon in the universe. He conquered. He destroyed. He took what he wanted and what he wanted was everything. Though he would retreat once there was no longer a cost-effective chance for victory, he never backed down from a challenge. He would lead his warriors into battle, and they would defeat Omega Supreme, or he was not worthy of conquering the universe. And he was worthy of conquering the universe.

He could at least be thankful that they could not be found while at headquarters. While the Autobots knew the co-ordinates of their base, powerful devices kept sensors, radar, sonar, and other such methods of tracking from locating it. Unless Omega Supreme joined with the Autobots, he would not be able to find them. While it was possible that he had made such an alliance, Megatron suspected that the Guardian's single-minded rage would have prevented it.

"Megatron," Soundwave said, appearing on the monitor, "we have located the Guardian."

Megatron stared at the screen for a long moment, Soundwave looking back at him impassively. Was his old lieutenant, one of his staunchest allies, and the only Decepticon he truly trusted, judging him? Would Soundwave finally decide that his judgment had become unsound and seize control? He had always known that, for all his skill, power, and intelligence, his ability to reason was, at times, questionable. He had made Soundwave promise that, if he ever made a decision he truly felt would end in disaster, he would take command so that the Empire might still prosper.

But no.Soundwave trusted him in this. "Thank-you, Soundwave. Have everyone prepare to move out. I shall be there shortly."

"Yes, Megatron."

***

"I'm sorry Prime, but there's just no way we can have the Dinobots operational," Ratchet said. "Their circuits are still suffering from a Cybertronium allergy. We're going to have to fight without them."

"I understand, Ratchet. Thanks for trying," Prime replied, his voice heavy with worry. For three hours now, Teletran-I's sky-spies had been scouring the Earth, but had seen neither hide nor hair of Omega Supreme. The Earthlings said that no news was good news, but Prime did not believe it. No news meant that you did not have enough information.

He switched frequencies and brought up the monitor for the lab. Wheeljack and Perceptor were busily working on a small, tank-like device. "How's it coming?"

"Painfully slow, I fear, Optimus," Perceptor replied. "The circuitry involved in this device is highly delicate and the electromagnetic frequencies that we wish the extract and alter are quite mercurial in nature."

"What he means," Wheeljack said, "is that we still need a few more hours."

"Understood. Keep at it."

Prime terminated the connection and dimmed his optics. He had been fighting the Decepticons for nine million years and, under his leadership, the Autobots had gone from being the controlling faction of Cybertron to small bands of guerilla warriors hiding underground. Though he had been successful in battling the Decepticons here on Earth, his record on Cybertron was far from flawless.

And now, he had a chance to see the Decepticon threat, if not ended, than dealt a mortal blow. And he was going to throw it away. All he would have to do would be to stand back and allow Omega Supreme to engage a full scale battle with the Decepticons. He knew that, if the Guardian fully unleashed his rage, none of the Earth-bound Decepticons would be left functional. They could go back to Cybertron, liberate it, and restore peace and prosperity.

But to do so, he would have to throw away countless human lives and allow untold damage to occur onto their world. He would be trading the lives of those on the Earth for those on Cybertron. He had made that choice once before, bringing Cybertron to Earth, but that had been an immediate threat to his homeworld. Now, the threat was not so close, and the danger to Earth far more potent. He had brought the Decepticons to this world and that made it his responsibility to protect it from any threat they created. He would have to allow his greatest enemies to live.

It was horrendously cyclical thinking.

He turned around to face the Autobots assembled in the command center: Prowl, Jazz, Ironhide, Bluestreak, Warpath, Cliffjumper, Powerglide, Blaster, Hound, Beachcomber, Inferno, and Smokescreen. The other Autobots were either down for repairs or else on other missions and too far away to recall.

"As you all know, a rogue Guardian robot called Omega Supreme is here on Earth and hunting the Decepticons; any battle between the two will cause untold damage to this planet and its people. So it's up to us to stop them. This mission will be extremely dangerous, so I'm not going to order any of you to go. I'm just going to ask. Prowl?"

"I'm in, Prime."

"Jazz?"

"Count me in, Prime."

"Ironhide?"

"Just let me at 'em."

"Bluestreak?"

"Wild horsitrons couldn't stop me."

"Warpath?"

"Bang! Zowie! I'll show them some-bang!-real firepower!"

"Cliffjumper?"

"You know I'm always ready to fight, Prime."

"Powerglide?"

"Just let them try and stop the ol' Ace of the Air. I'll give 'em the 'Powerglide Pow!'"

"Blaster?"

"I'm there."

"Hound?"

"I'm ready, Optimus."

"Beachcomber?"

"Like.I'm in, I'm in."

"Inferno?"

"Ready and raring to go, Prime!"

"And Smokescreen?"

"I was here for the start; I'll see it through to the end."

"Thank-you, all of you. Ratchet, Perceptor, and Wheeljack will remain here to continue working on their devic, but will join us upon its completion. But, until Omega Supreme either makes an appearance or is found."

Teletran interrupted him, "Alert, alert! Sky-Spy detects Omega Supreme in the Nevada desert." The screen displayed two images: one, a map, showed the location relative to the Ark, while the other showed actual footage of Omega Supreme.

"Don't know if it was just luck or not," Jazz said, "but that's sure a good hiding place. Anybody sees him, they'll just think he's some kind of attraction or advertisement."

Before Prime could respond, Teletran spoke again. "Sky-Spy also detects Decepticons in-route to location."

"How many?"

"All of them."

"Autobots.let's roll out."

***

From his vantage point, high in the air, with Soundwave floating beside him, Megatron could see Omega Supreme down below, in base mode, apparently oblivious to what was about to come.

"Are the others in position?"

"Yes, Megatron. All forces ready to strike."

"Tell them to begin the attack."

Soundwave made a barely perceptible nod and pressed one of the buttons on his chest to initiate a comm. channel. "Group one: attack."

There was a roar of jet engines as Starscream, Skywarp, and Thundercracker swooped down from their staging point, opening fire with their lasers and missiles. Nearly all of their shots impacted with the rocket and tank but did little perceptible damage. The tank tried to return fire, but they were able to effectively dodge and climb back up into the sky. As they retreated, the pieces of the rocket, tank, tracks, and base defied gravity and reassembled themselves into Omega Supreme's robot form.

"Group two: attack."

The next group, Thrust, Ramjet, and Dirge, swooped down from the opposite direction, opening fire just as the previous group had. The lasers and missiles impacted with the Guardian's back, scorching parts of it black but still having no noticeable effect. They too swooped away, just as Omega Supreme turned and opened fire with all of his weapons. Had Thrust had the same wing assembly as his wingmates, he would have lost a wing, but the shortness of his turbines saved him from that fate.

"Group three: attack."

Group three consisted of Buzzsaw, Laserbeak, and Reflector. They weren't intended to do any damage to Omega Supreme, simply to serve as a distraction for the next wave. Never the less, they opened fire with their weapons as Omega turned. He was anticipating their alternating attacks now but the three were very small targets and, by transforming while still out of range, were able to avoid his attacks.

"Group four: attack."

From their hiding space on the ground, Rumble, Frenzy, and Ravage transformed from their cassette-modes and attacked. Ravage fired his missiles right at Omega Supreme's face, while Rumble and Frenzy activated their pile-drivers. The quake was powerful, splintering the ground like a knife and producing shockwaves like a stone tossed in a pond. Even the sure-footed Omega Supreme began to topple as the ground beneath him gave way.

"Group five: attack."

While group four was still attacking, group five, Blitzwing and Astrotrain, swooped down to begin their attack run. Omega, meanwhile, was still toppling, but managed to open fire open his attackers. His blasts were accurate, leaving the three smoldering husks. Megatron could feel Soundwave's glare without even looking at the communications officer.

Blitzwing and Astrotrain continued to swoop down, opening fire. As they drew closer, the giant spun, smashing his claw hand into Astrotrain and crushing his front-end like tin foil. Blitzwing transformed to tank mode and fired a shell into the Guardian's chest. He staggered slightly under the impact and the accumulated effects of many attacks, but brought his foot down, smashing into Blitzwing with a splintering crunch.

"Bring in the previous waves, Soundwave!"

"Groups One, Two, Three: attack."

The Seekers swooped down as one unit, pummeling Omega Supreme's front with their firepower, as Reflector, Buzzsaw, and Laserbeak pulled in line with their fellows and fired their weapons. He actually staggered under this attack, grunting slightly as his head rotated about and he raised his arms to fire. In an instant, beams of power perforated Starscream, Thundercracker, Reflector, Laserbeak, Dirge, and Ramjet and sent them crashing into the ground. Skywarp managed to teleport out of the way, Thrust used his enhanced maneuvering abilities, and Buzzsaw simply got lucky.

"FACE ME, COWARDS!" Omega Supreme roared, the first words he had spoken since the battle began.

"Very well!" a new voice said. Omega lumbered into a turn to face the source. Megatron could not see his expression from his vantage point, but he suspected that it was not a pleasant one. This was a tremendous gamble. Omega Supreme hated Devastator as much as he hated him, and Devastator, at least, could provide something of a match for him. They would grapple, and he would bring his remaining forces-he was amazed at how quickly his warriors, the elite of the Decepticon army, had been brought down-into the fray.

The two giants stared at each other for a moment, then exchanged blows. A punch from Devastator knocked the giant back, and Omega fired his arm laser, hitting Devastator dead center. Thus the battle began.

"Soundwave, rally the troops and prepare to receive!"

"As you command, Megatron."

With that, Megatron transformed, landing perfectly in Soundwave's hand. The remaining three Decepticons pulled up alongside them and began to dive for the attack.

And then he saw an all-too familiar convoy of vehicles coming from the south, just as Omega Supreme hurled Devastator away.

***

"Primus!"

That alone was enough to startle Prime. Prowl never invoked the name of their creator; he'd known his second-in-command long enough to know that Prowl was an atheist-he believed in what he could see and scan, not what had been handed down in scripture. And while Prowl had seen the Matrix Prime carried within him, he acknowledged it as a repository of data, nothing more.

Though, considering the state of the Decepticon army, it was perhaps the only thing that could be said. Nearly all the Decepticons lay shattered, perforated, or otherwise broken on the ground. Omega was firing on Devastator while a Skywarp, Thrust, and Buzzsaw ran strafing runs at the Guardian's back. He watched for a moment as Omega ceased fire for a moment, then opened pinpoint blasts of energy, shattering Devastator into his six component members. Only Hook, Mixmaster, and Scavenger managed to get up.

And then he saw Soundwave land in front of Omega, Megatron in his hands. He pointed his leader and fired, releasing a blast of power that Prime had never seen from Megatron before, and he realized that only one thing could have happened: Megatron had tapped the energies of a black hole. He had heard rumor that Megatron had that kind of power but never imagined that it could be true.

The blast struck Omega Supreme dead center in the chest with sufficient force to knock him several meters back, producing a pained groan from the Guardian's vocal circuits. When the smoke cleared, Prime saw a hole in Omega's chest, clearly the result of the blast, and he could also see the damaged circuitry within. There was rage in the Guardian's eyes as he immediately started walking back toward the Decepticons.

Prime knew that if the rumor about Megatron's power had been true, so must the rumor surrounding the costs: Megatron was likely completely out of power. He saw Soundwave give the order to retreat, and the remaining Decepticons took to the air. He quickly calculated their flight path and realized that it would take them over the human city of Las Vegas. He could not allow that to happen.

"Smokescreen, Jazz, Blaster: initiate distraction maneuver alpha-7. Powerglide, Warpath, Inferno, Ironhide, get ready to concentrate your specialized firepower. Everyone else, provide additional cover fire as necessary. Autobots.transformer and attack!"

The majority of his soldiers transformed and drew their weapons. Prime kept his trailer out, rather than letting it slip into subspace, and activated the combat deck. Together with Inferno's napalm, Ironhide's liquid nitrogen, Warpath's explosive shells, and Powerglide's bombs, he focused his firepower just below the hole Megatron had made.

Smokescreen and Jazz (with Blaster inside the latter) raced towards the Guardian. Smokescreen's trunk opened, revealing a rack of exhaust pipes, which belched a thick black, clinging smoke that contained sensor-baffling micro-particles, while Jazz and Blaster, with the latter amplifying the former's already formidable sound system, initiated a sound and light show that he was certain even they would find intolerable.

Omega Supreme staggered under the attack, while Bluestreak, Hound, Cliffjumper, and Beachcomber added their own weapon fire to the flurry of shots. Their weapons were not having any more affect than the Decepticon's had, but they were of a much greater variety than those used by the Decepticons, and thus could better keep him off balance. Omega's head rotated to face them, and there was pure, unadulterated hatred in his eyes.

"WHY DO AUTOBOTS ASSUALT ME?"

"You're a danger, Omega Supreme. A danger to everything on Earth if you continue with this mindless vendetta! If you continue to seek vengeance upon the Decepticons, everything we hold dear shall be destroyed!"

"UNIMPORTANT! DO NOT FIGHT OR I SHALL TERMINATE!"

Prime had made numerous decisions during his tenure as Autobot Leader, many of them good, some of them bad, and far too many to count that he'd questioned later, but he'd always accepted it as the burden of command. Now, he knew he was going to have to make another one of those decisions. "Autobots. keep at him."

And like the Decepticons before them, the Autobots began to fall. Powerglide was shot down. Inferno took a laser bolt to the chest. Cliffjumper and Bluestreak were cut down by missiles. Smokescreen, in an effort to dodge laser fire, plowed head-first into the downed Blitzwing. One of Warpath's shells bounced off the Guardian's wing, returned to his turret, and exploded. Several of the others received glancing blows, but nothing sufficient enough to stop them completely.

"Prime! We're getting slaughtered! We have to fall back!"

Prowl was right. They couldn't stay and fight. Even weakened by the Decepticons, the Guardian was too powerful, too enraged, though he did notice that the downed Autobots were not as damaged as the downed Decepticons. That suggested many things.

Prime spared a second's glance to check on the Decepticons. They were still on the battlefield, hovering some distance away, and watching the Autobot's battle with Omega. "Soundwave! Shall we put aside our differences to put an end to this?"

Soundwave looked at the remaining Decepticon troops, Skywarp, Thrust, Buzzsaw, and the three Constructicons, then down at Megatron in his hand. "Plan advisable. Retreat suggested."

"I agree. Hound-Get us some cover out of here! Everyone--collect the wounded and roll out!"

"Aye, aye, Prime!" Hound raised his hologram gun and a beam of light engulfed Omega and resolved itself into a starfield. Prime knew it wouldn't stop him for long-the Guardians always had powerful sensors-but it would buy them the time they needed.

When thinking about it later, Prime would only be able to conclude that it was Omega's reluctance to engage Autobots that had allowed them to escape alive.

***

Power returned to Megatron's systems, sensors first, then audio, then visual, but he wasn't able to glean anything useful until his optics returned to life. To either side he could see Hook and Soundwave, but the walls behind them were.orange?

He lurched forward with a roar, only to find that his equilibrium hadn't yet reasserted itself. He fell back with a groan. "You have thirty- nanoclicks to tell me what's going on."

"Assault only partially effective. Arrival of Autobots allowed for escape. Combining forces was the best option."

"Soundwave's right Megatron," Hook added. "Omega Supreme beat everyone! He even beat Devastator, and he took out several of the Autobots. He has to be stopped, and the only way we can do it is by co-operating."

Megatron scowled, but it was more for show than anything else. They were right, of course. While many of his warriors didn't possess enough brain power to fill a small energon cube, he had made certain that his command element was intelligent; and intelligence meant, of course, that they were going to disagree with him on occasion. It kept him sharp and covered up for his own lapses in judgment. Soundwave, in particular, was unhindered by emotion, whereas he often succumbed to it. It was one of the things that made him such an effective lieutenant.

"And the others?"

"Soundwave, I, and the Autobot Ratchet."

"You allowed an Autobot to operate on my warriors!"

"Assistance necessary. No other solution existed."

"Ahem, yes. As I was saying, we completed the repairs to Skywarp, Thrust, Buzzsaw, Mixmaster, and Scavenger while you were still energizing. The others are still undergoing repairs. Though they are in stasis, Ratchet is uncertain of their future, or that of the wounded Autobots."

Though both were too professional to do it to his face, Megatron knew that Soundwave and Hook were not happy with him. Soundwave shared a special bond with his cassette warriors, and as for Hook, even Megatron did not fully understand the gestalt bond. They'd both lost something in the battle, something nearly irreplaceable. Megatron wondered if, before this was over, he would loose their loyalty as well.

Megatron snarled, "And him?" He gestured to Ironhide, who was standing impassively near the door.

"I've been here since we brought you in, Megatron. Try anything and I'll blast you quicker than you can think. Just give me a reason."

"We have also been present," Soundwave said, anticipating Megatron's rage at having been left alone under an Autobot's watch.

Megatron got to his feet, quicker than he would have preferred, but it would not have done to show weakness in front of his troops or the Autobots. "Inform Prime that I wish to speak to him."

***

Prime regarded Megatron, seated across from him at the table, Hook and Soundwave to either side, in as calm a manner as he could at the moment. Prowl and Jazz were seated to either side of him. "All right, Megatron: it's time to talk. Why's that Guardian got it out for you?"

"Yeah man, spill it!"

"Prime, if your pet can't be counted on to show the proper respect, I'll have to ask you to remove him."

"Why you!"

Prime placed a restraining hand on Jazz's shoulder, a gentle reminder for him to stay seated. "Jazz, watch it. Megatron, I'll remind you that our intervention is the only reason you're here. I'd advise you to show respect as well. Now, talk."

"Very well Prime. You remember a device know as the 'Robo-Smasher?'"

"The device you used to convert Autobots and Neutrals into Decepticons," Prowl said.

"Yes. Though the results of that particular experiment were mixed at best."

Without even looking, Prime knew that both Jazz and even Prowl were fighting to restrain their anger. He was too. More than almost anyone, he had cause to hate Megatron. The Decepticon leader was, after all, partially responsible for the mechanism he was today. Megatron had forced him off the beaten path, when he'd not even known there was a fork. "Go on."

"Unfortunately, those I could conscript were usually not of the mettle needed for warriors. They made fine laborers and technicians, but they were not fighters. I realized I would need a truly powerful being if my conquest were to succeed. A brief digging into the archives revealed to me the mighty Omega Supreme, greatest of the Guardians. I arranged a trap and unleashed the Robo-Smasher upon him. He managed to defeat it, but not before it was able to partially alter his programming. However, rather than converting him to my cause and insuring loyalty, it suppressed nearly all of his emotions, save for hate. Hate for the Decepticons in general and myself in particular. He was quite detrimental to my plans, though fortunately, his attacks were few and far between as energy waned. A diversion allowed me to get him off Cybertron. I never suspected that he would track us here, not after millions of years."

Something about Megatron's story rang false, but Prime could not put his finger on it. For now, it didn't matter. What they needed was a method of defeating it. "Then," he said, "may I suggest a truce until we have resolved this matter?"

Megatron practically spat the word. "A truce, Prime. But it ends the moment the Guardian is defeated."

"That's just fine with me."

"Now, as much as it pains me to admit it Prime, my plan failed. I trust you do-gooder Autobots have a better one?"

"We did. Wheeljack, Ratchet, and Perceptor were working on a device that would disable Omega Supreme. Unfortunately, there were a few irresolvable design flaws."

More specifically, he thought, it blew up.

"As brute force appears ineffective," he continued, "we need a different route."

"Post-battle analysis suggests vulnerability to sub-sonic frequencies. However, such frequencies beyond my ability to produce," Soundwave said.

Megatron turned to Hook. "Do you think you can construct a device to amplify Soundwave's abilties?"

"Not alone, Megatron."

"Of course not," Megatron said, something like bemusement creeping into his voice. "But I'm certain our Autobot allies will be happy to help you. Right, Optimus Prime?"

"I'll have Wheeljack and Perceptor assist you," he replied. It left a strange tingle in his vocal circuits. As an Autobot, he believed in the spirit of cooperation, but it was still all he could do not to balk at the idea of helping Megatron. Several of his finest warriors lay in stasis in the med-bay, with Ratchet doing everything he could to save them.and the Decepticons.

It was the Autobot way.

***

"Stop it! Stop it! Stop it stop it stop it!"

Wheeljack looked up at Mixmaster. "What?"

"While you're wiring, you're, you're humming. It's making those lights on your head blink. It's distracting!"

While Wheeljack generally thought of himself as easy-going, Mixmaster was enough to try anyone's patience. Though the circumstances were far from ideal: he, Perceptor, Hook, and Mixmaster were working on constructing a sonic-amplifying device, while also making certain that they could interface such a system with Soundwave and Blaster. Fortunately, the two communicators were not present; else it could have been even worse.

Still, they had stopped or had to make significant adaptations a grand total of fifteen times. Five of those were spent arguing with Hook that his design was not better than the way they were doing it. The remaining ten were spent trying to calm Mixmaster down after something fairly insignificant threatened to turn him into a babbling fool. Though, in all honesty, Wheeljack would have been hard-pressed to tell the difference.

The Constructicons had always been something of a puzzlement to him. They had been created after he, and he'd always been too buried in his work to follow the worlds of art and construction, but what little he'd heard about them had been uniformly positive. They were geniuses of design and master builders, but they'd suddenly joined Megatron's forces following the destruction of Crystal City, the city they'd built. It didn't make much sense. And while it was possible they'd been victims of the Robo-Smasher, they didn't display the lack of initiative most of Megatron's conscripts had. Simply put, it had him baffled.

And all three of them were clearly afraid of Omega Supreme, more so than any of the other Decepticons seemed to be, and they were all petrified. Why? While it was true Omega Supreme had been the Guardian of Crystal City, the Constructicons had been its builder. They'd likely been friends before they joined Megatron. As with most of this day, the puzzles kept adding up.

"Fine," he said. "Perceptor, come over here so I can work where he can't see me."

"No! You're not going to pull that trick on me!"

***

Prowl high-lighted a section on the hologram map and began speaking. "We've had an orbital Sky-Spy tracking Omega ever since the battle; he flew to what we've identified as a remote area of the Alaskan tundra and has remained stationary ever since."

"Hypothesis: he is waiting for our attack."

"Much as I hate to agree with Soundwave, it sounds right to me," Jazz said. "Question is, how do we hammer him without him hammering us?"

Megatron fixed the Autobot with a cold stare. "Are you really that stupid, Autobot? It's quite simple: you Autobots mount a frontal assault, while my Decepticons take advantage of the distraction and use the Audio-Disruptor Intensifier."

"That's not going to happen, Megatron," Prime said, contradicting him. What irritated him the most was the lack of smugness or neutrality in his voice. Starscream, when he voiced an opinion, did so with the sheer joy of having found a whole in Megatron's plan. In the careful game they played, Starscream took delight in the slightest change in score. Soundwave, on the other hand, was honest, but respectful. He understood his need to further Megatron's goals, but also understood his place in the hierarchy.

Megatron could have dealt with either of those things. But Prime, Prime spoke from.concern for his warriors, and not the concern of loosing resources, but from loosing friends. That was the trouble with Prime: he was too close to his warriors to ever seriously risk their lives, and thus would never be a truly effective leader. Megatron counted himself fortunate that Prime was not as ruthless as he.

"If we're going to do this Megatron," Prime continued, "we're going to share the burden. Now," and he activated the hologram controls in front of him, "we can initiate a joint air and ground-strike, attacking from multiple directions with as much of a variety of weaponry as possible. Meanwhile, the Constructicons can burrow under and knock the ground right out from beneath him. At some point, likely after during out initial strike, he will convert to robot mode. At that point, you and Perceptor, striking from his point, should unleash as much firepower as you can."

"And you, Prime? What risk will you take? Or are you afraid?"

"I'll be ferrying in the Audio-Disruptor Intensifier, along with Soundwave and Blaster. Then.I'll provide the necessary distraction needed for them to get set up."

Prime was taking the greatest risk upon himself? He truly was defective! Then again, Autobots always were self-sacrificing, further proof that the Decepticons were superior in every way. However, the plan stood a good chance of working. It built upon his own plan of keeping the Guardian off balance with continual and varied waves of attacks, while integrating the new technology. But it was, at its heart, an Autobot plan. He knew that they meant to merely disable the monster, while he intended to destroy it. But he knew he could count on Soundwave to take control of the Intensifier and finish the job. Still, it left a bad feeling in his circuits to agree so readily to Prime's suggestion. He looked over Soundwave.

"Plan has merit, Megatron. Time is critical."

And that was Soundwave's other function: to allow him to maintain a certain degree of prestige and confidence. Rather than appearing belligerent by disagreeing or weak-willed by so readily agreeing, he appeared to be competent, listening to his advisors, and willing to compromise where need be.

"Then let us make certain it is perfect."

***

"You can put the gun down, Autobot. I'm not going to shoot you."

Ironhide made a show of pointing his gun just a little more at Thrust than the other Decepticons in the command center. "Now you listen to me, Decepticreep: a bunch of my friends might not make it 'cause of the mess your boss made. So I'm a little agitated right now. It ain't gonna take much to set me off, so I suggest you don't set me off. Get it?"

"You try it and I'll teach you a lesson you'll never forget, old man."

Blaster imposed his considerable size between the two. "Ironhide, cool it. Thrust, lay off him. I know nobody here trusts anybody else."

"I trust the Autobots," Scavenger said for no apparent reason.

Blaster continued as though he hadn't spoken. "But we are gonna have to work together if anybody's gonna survive, and if I can work with tall, dark, and gruesome, anybody here can get along."

For effect, he bent down a bit and put his face right it front of Thrust's. "Understand, chump?"

"Of course. I wouldn't dream of offending the mighty Autobot."

Blaster sighed, but stood back up, walking away and shaking his head. Starscream, he could have handled. Thundercracker, he could have handled. Ramjet, he could have handled. He even could have dealt with Dirge. But Thrust and Skywarp? The two were a pair of cyber-frat boys with no respect for anything and even less inclination to cooperate. He understood, intellectually, that not all the Decepticons were monsters like Megatron, or unemotional butchers like Shockwave, or even thugs like Blitzwing, but punks like those two made it pretty hard to accept.

And of course, his part of the mission called for him to work with Soundwave. Before the Third Great War, he'd worked with the Decepticon, managing and maintaining the largest communications center on Cybertron. They hadn't exactly been friends, but they'd trusted each other and had proven quite the capable team.

Then Soundwave had fallen in with Megatron and led and assault to take control of the communications center. Blaster had attempted to defend it but was outnumbered and unable to call for reinforcements. He had spent months in stasis and had awakened to find his cassettes-Stripes, Cubbie, Stinger, and Bolts-had been killed. To this day, he still could not bring himself to create new ones.

He would never forgive Soundwave for what he had done. He would work with him, but only to protect the Earth. And one day, when he finally had a chance, Blaster would kill him.

Or rather, he thought he would. If he did, Blaster was not certain he would still be able to call himself an Autobot, and that meant more to him than almost anything else in the world.

***

"Prowl, am I doing the right thing?"

His lieutenant looked up from his datapad. While Soundwave and Blaster consulted with the scientists, Megatron was overseeing the repairs to his troops, leaving Prime and Prowl alone in his office. Jazz, serving as de facto morale officer, was consulting privately with each of the surviving Autobots.

"What do you mean, Prime?"

"Working with the Decepticons, repairing their soldiers, crafting a plan that relies upon them playing us straight-should I just have let Omega Supreme finish them off?"

"Prime. Optimus, you did what you thought was right. We can't be certain what Omega Supreme's plans are, beyond defeating the Decepticons. He was on his own for too long; there's no telling what that did to him. For all we know, Earth may be next on his hit list. I've worked with you a long time, seen almost every evil act in the universe committed by one Decepticon or another, and I will never trust them, never forgive them. But our numbers are too few right now to do this alone. Blaster doesn't have the power to run the Audio-Disrupter Intensifier alone. The only logical thing we can do is work with them. I can't say I like having Ratchet and the auto-docs repairing their troops as well as ours, but if we fail here, we'll need them."

His eyes fell to the datapad Prime had before him. A short list of names, each a link to a separate file, marked its surface. His own, Jazz, Blaster, Perceptor, and.Grimlock?

Optimus looked Prowl in the optics and seemed older, more tired, than he ever had before. "Possibilities to succeed me as Autobot Leader, if I do not make it back from this mission."

"Prime, you've never talked like this before."

"Prowl.the stakes have never been more serious."

Prowl simply nodded silently. Most of the choices on that list made sense, though he could not comprehend the addition of the Dinobot Commander. But now was not the time to argue.

The comm system chirruped to life, and Wheeljack's face appeared on the computer screen. "We're ready, Prime."

"We'll be there, Wheeljack."

***

Despite the fact that he was living it, Thrust couldn't believe that they'd nearly been slaughtered so easily or that they were now working with the Autobots of all people.

It just didn't make sense. These were the same people they shot at on a regular basis. Primus, the Autobot's doctor was even working on repairing their troops. It boggled his central processor.

Granted, he wasn't the sharpest of Decepticons, though he was certainly brighter than, say, Ramjet or Rumble. On the other hand, he could at least understand it when he thought about it in Decepticon terms. Megatron's schemes often depended upon using the Autobots; it was quite possible he had somehow duped them into teaming up.though why that meant he could not take pot-shots at them once the fighting started, he did not quite understand.

"Hey! Watch where you're flying, slag-head!"

"You watch it, Skywarp!"

The black seeker decelerated and dropped altitude a bit, though Thrust could detect the vehicle-mode equivalent of a dirty look as he did so. There had always been a bit of a rivalry between Starscream's trio of Seekers and his own, though Starscream was in overall command. Still, if Starscream were to be, say, unrepairable, the position of Air Commander would likely go to him. He wondered if he could convince the Autobot doctor to not repair the whiny screecher.

And even if he could not, well, Thrust could dream.

***

"Like, Hound?"

"Yes, Beachcomber?"

"Hound, man, I am scaaaaaaaired. It just doesn't seem like we're gonna be able to stop ol' Omega, ya dig? I keep thinkin' we're all gonna buy the farm, be one with the universe, ride the, like, celestial wave right back on down to the Matrix."

"And you think I'm not?"

"What?"

"I said, 'And you think I'm not?' Beachcomber, it's ok to be scared. I think all of us are, you, me, Prime, even the Decepticons. All of us-well, maybe not Ironhide. He's just crazy enough to be enjoying this."

"But do you think we can do it? Do you really, really think a handful of Transformers are gonna be able to beat a Guardian?"

"I know we can. Megatron and the Decepticons destroyed a few back on Cybertron. And sure, Omega's a bit bigger and a lot stronger than the kind we remember, but I have to believe we can win this. If I don't.then the battle's already lost."

***

By adjusting his targeting computer to its maximum range, Megatron could just make out the shape of Omega Supreme. A mere 2, 500 feet separated he and the Autobot scientist Perceptor from the Guardian, a distance either could easily hit their target from, but also an easy distance from which Omega Supreme could hit them.

A grim smile crossed his face. Days under threats like this, where a mechanism's power and skill, his will and determination, determined whether he lived or died, those were days worth living.

It was something the Autobots never fully understood. Oh, certainly, conquest and the acquisition of power was the primarily Decepticon motive, but so too was it a part of them to never be satisfied, to never stagnate, to constantly test themselves to their limits and either earn their right to continue to function in the harshness of reality or to fail and be consumed by it. What was life, unless you seized it? If you were not willing to fight for it, then you did not deserve the right to exist.

He looked over at Perceptor, who was scanning the soon-to-be-battlefield in his larger microscope mode. "Are they in position, Autobot?"

"Those currently visible to my optic sensors, yes. I would also believe that our sub-terrainian and camouflaged units are also ready to engage in confrontation, though I cannot be positive without analyzing a different portion of the spectrum."

"Autobot, when I ask you a question, you will answer with a yes or a no, and nothing more or I will disassemble you and personally see to it that each piece is sent to a different planet, then smashed to even smaller pieces. Do we understand each other?"

"Ah.. Yes, Megatron."

"Good."

It was all going to come down to this. Today, he would learn if an error made long ago would finally spell his doom, or if he was, as he believed himself to be, strong and clever enough to overcome anything that the universe might throw at him.

He would not fail. He would not allow himself to, not when he had come this far, survived so much. And, if events transpired as he believed they would, not only would he finally erase one of his few mistakes, but he would score a victory that would finally turn the tide of this war.

The attack began.

***

Prime, in vehicle mode, with Blaster, Soundwave, and the Audio-Disrupter Intensifier stored in his trailer, watched the battle about to unfold from Roller's sensors. He'd sent the scout droid on ahead, so that he would be able to monitor the battle and know when his part was required.

"You two all right?" he asked, via his internal intercom.

"We're fine, Prime. Keepin' it real and ready to deal!"

"Situation nominal."

"Good. We should be ready to move shortly. The air strike is coming in now."

And so it did. The Decepticons: Skywarp, Thrust, and Buzzsaw, along with the only available flying Autobot, Wheeljack, dove out of the sky. It was an opening gambit that had worked well enough for the Decepticons, during their first attack on Omega.

Unfortunately, the giant Guardian was ready for them this time; he transformed before they could open fire, unleashing his weapons. Buzzsaw and Thrust were hit in the first volley, going down in flames. Skywarp teleported out of the way, while Wheeljack simply had the fortune to be the fourth in a group facing three blasts. Skywarp unleashed his missiles, while Wheeljack fired a shell from his shoulder cannon. The missiles scored direct hits on the Guardian's chest but did no appreciable damage. Wheeljack's shell, on the other hand, impacted with Omega Supreme's helmet, and, rather than exploding or releasing shrapnel, released a large glob of green goo, completely covering his faceplate. Omega roared in rage, his arms flailing uselessly, as they were unable to do anything to remove it. Wheeljack and Skywarp dropped to the ground, just as the next wave of attackers drove up and transformed.

Hound, Beachcomber, and Jazz unleashed their weapons, along with Skywarp and Wheejack, scoring several direct hits on Omega's back. His sensors did manage to locate them, his head laser rotating to fire, even as he began to turn. A pair of bolts struck down Jazz and Skywarp, while Wheeljack's shoulder cannon, attempting to fire some sort of disk, exploded, causing him to pitch forward. A bit of smoke rose from his body, and he did not move. Beachcomber, being one of the more agile Autobots, leapt and darted around the bolts, transforming when needed, and generally being a confusing target. Hound took advantage of the situation to run a quick scan on Omega with his shoulder-sensor and transmitted the data to all the others.

The next group, Inferno, Prowl, and Ironhide, pulled onto the battlefield and opened fire with their more specialized weaponry. Inferno and Ironhide hit with him a combination of napalm and liquid nitrogen, while Prowl employed his acid pellet gun. The combination of chemicals proven effective, eroding a hole in Omega's back.

"TERMINATION EMMINENT! RESISTANCE FUTILE! VENGENCE SHALL NOT BE DENIED!"

The giant's words visibly shook the combatants, but they kept fighting, even as the Constructicons' part of the battle came into play, as the ground beneath Omega Supreme began to give way and he began to topple.

It was clear they were finally beginning to gain an advantage over him. His shots were going wild, and he seemed to have great difficulty trying to right himself as the ground began to fall away.

***

Megatron winced as his three airborne warriors were struck down. Even though they would survive, it would be some time before they could begin any elaborate plans. His only consolation was that the Autobots would be experiencing much of the same. Though, assuming Soundwave could do what was required of him, he might not have to worry about the Autobots anymore.

But he knew in his spark that this was it. He would either prove himself the victor he knew himself to be, or he would be slain.

Could this day have been avoided? Perhaps. Would he take the risk again, if he had the chance to repeat history? Certainly. The possibility of a Decepticon Guardian was too great to resist; he would have been a fool to pass it up.

As always, his thoughts were not only on the current battle, but on the battles ahead. Once they were rebuilt, he knew some of his warriors-- Starscream, Blitzwing, possibly the Constructicons--would contest his leadership. And he would defeat them, as he had always done, reminding them of their place in things. They were all useful, even Starscream, but there would come a day when their risk outweighed their usefulness by too much, and he would have to destroy them. Until then, he would reap the benefits of their powers and easily predicted nature.

"I believe, Megatron," Perceptor said, "that now is the optimal point in this conflict for us to apply our rather potent firepower."

Megatron examined the battle through his own targeting sensors. "Yes. I believe it is."

He raised his fusion cannon and aimed squarely for the hole in the Guardian's back. For a moment, he dimmed his optics and called upon as much of his available power as he could spare and still be able to battle. "FIRE!"

There was a colossal roar of power as he unleashed the energies of his fusion cannon and Perceptor released a powerful beam of light. Twin spears of energy, one gold, one purple, soared forth and struck the toppling Guardian in the back. Even from his vantage point, Megatron could hear the roar of pain.

***

When Megatron and Perceptor struck, Optimus knew it was time to make his move. He threw himself into full throttle and pulled forward. In vehicle form, he was helpless to do anything, as the weakened Omega randomly cut down his and Megatron's troops. Felled by random bolts, Inferno, Mixmaster, and Hound all went down.

It would end now. All the hurt, all the slaughter, one way or another, Omega Supreme had to be stopped. And if they couldn't do it. then nobody could.

"NOW!" he yelled, as he transformed and his trailer unfolded. He'd launched himself into the air when he'd transformed, propelled by small jets at his hips, and he landed in front of Omega, firing away as the Guardian hit the ground hard and struggled to right himself, damaged enough that he was unable to transformed.

Blaster and Soundwave instantly transformed and plugged themselves into the device. It did not appear to be much more than a vaguely Cybertronian amplifier, and, basically, that's all it was, save that it was adapted specifically for Guardian brainwave frequencies and far more powerful than any sound system ever before created.

"Beginning Audio-Disruptor Wave Projection," Soundwave intoned.

"What Gruesome said," Blaster added.

There was a slight subsonic rumble, one Prime could just barely detect with his sensors, and then the device flared to life, beaming a steady stream of red concentric circles at the downed Guardian. Omega Supreme flailed, but ceased firing.

"AUDIO-DISRUPTOR WAVES IMPEARING FUNCTION. WHY DO AUTOBOTS WISH TO STOP DESTRUCTION OF ENEMIES? WHY.."

The Guardian fell silent and did not move.

"I think," Prime said, "I think it's over."

***

Soundwave knew what was expected of him. He knew, without Megatron ever having said anything, that he was to take control of the device and use it against the remaining Autobots. It would be a decisive victory for the Decepticons; with only Ratchet remaining, they could easily conquer the Earth and begin their universal conquest anew.

Soundwave prided himself on his loyalty.but he could only be loyal to a point. He knew there would come a time, when he would have to choose between Megatron and following his own directives.

Soundwave also prided himself on being a model Decepticon. He was powerful, ruthless, and concerned with his own advancement as well as the advancement of Cybertron. He followed one basic rule: win by whatever means necessary.

And yet.he could not bring himself to do it. The Autobots, for some incomprehensible reason, had risked their lives to save those of the Decepticons, had been easily able to put aside their differences to preserve this planet, even Blaster, who had greater cause to hate Soundwave than anyone.

"No," he said and transformed.

Beside him, Blaster transformed. "What do you mean, 'no'?"

He did not look at his opposite number. "Tell Prime that once our comrades are stabilized, to pack them aboard Astrotrain and press the red recall button on his control panel."

He took to the skies. He knew the Autobots would be true to their word and repair the Decepticons who had fallen in the previous battle; it was their nature, a nature he could never hope to fully comprehend yet, somehow felt was just out of his grasp.

"Decepticons, collect wounded and retreat!"

Hook and Scavenger took to the air, carrying Thrust, Mixmaster, and Skywarp as best they could.

He did not look back to see if Megatron was following.

***

Megatron allowed himself a satisfied smirk as Omega Supreme fell. "Do you see, Perceptor, what it takes to win battles? Not just strength of body and mind, but cunning, ruthlessness, the Decepticon way!"

Or rather, that's what he'd planned to say, given what he knew Soundwave would do, except Soundwave was not performing as expected, making the words all but meaningless. He wondered what his lieutenant was doing.

He did not have to wonder long. Soundwave gave the order to retreat.

"It would seem," Perceptor said, "that your allies have deserted you, Megatron. I believe it would be to your advantage to take your leave as well. I can assure you, your warriors will be returned to you, fit as when you first set them upon us."

Megatron's expression soured into its usual scowl. "Be thankful my power reserves are so depleted Autobot," he said, "or else I would slay you for your insolence. But remember this: our alliance ends at this moment. Rest assured, when next we meet, we shall kill you all."

With that, he took to the air. He was not looking forward to what would happen when he returned to Decepticon Headquarters. Likely, Soundwave had become bold enough to believe he could usurp Megatron's power, and, unlike the case with Starscream, Megatron considered Soundwave to be his most capable soldier and certainly one of but two Decepticons he had ever trusted. He was not sure he would be able to fight him, not sure he would want to.

His mistake, even though he had been able to correct it, had nearly proven his undoing. Worse still, his victory had only come about because Soundwave had chosen to involve the Autobots. It was a blow to his pride, to be certain, but also a blow to his status, and, from anyone else, it would have been a clear stab at for personal power. With Soundwave.he honestly did not know. But, whatever the outcome was, he knew it would be a long time before he fully held sway over the Decepticons, was unquestioned in his commands, feared and respected once more.

***

Ironhide placed the last of the Decepticons, one of the three bodies of Reflector, into Astrotrain, pressed the red recall button on the control panel, then quickly exited before the hatch could close.

"I tell you Prime," he said, "it makes my circuits sizzle, knowing we're just gonna give these guys back to Megatron, just so he can send 'em after us again."

Optimus placed a hand on his old friend's shoulder. "If we were to do otherwise Ironhide, would we be any better than they?"

"But Prime!"

"Would we, Ironhide?"

"No," Ironhide said, and cast his gaze downward, before looking up and smiling slightly. "And I'd rather be the one messin' 'em up anyway."

"Somehow, I thought you'd see it that way."

He communicator beeped, just as Astrotrain's engines roared to life and the shuttle took off towards the Decepticons. He clicked it on. "Go ahead, Ratchet."

"Most of our people are up and around now, Prime. And, Perceptor and I have finished our scan of Omega Supreme."

"And?"

"There was a meteor shard lodged in his central processor. He might not be the same mechanism he was on Cybertron, but he wasn't entirely to blame for his actions today."

"Good. Do you think he can be repaired?"

"It'll take time, but with Perceptor, Wheeljack, and Sparkplug's help, it can be done. We wouldn't even have this much of a chance, if you hadn't had Blaster record his brainwave patterns."

Prime nodded. "Thanks, Ratchet. Contact me if you have any further developments."

"Aye, aye, Prime."

He looked up to see Ironhide looking at him, mouth agape. "Prime. you hoodwinked the Decepticreeps!"

Optimus shook his head. "I resorted to trickery, plain and simple. I knew they'd return to make certain Omega was nonfunctional, so I had Blaster record his brain-patterns just after they left. I. thought maybe we could cure him, help him become an Autobot. become a weapon against the Decepticons."

It was not a decision he was proud of, but he could only truly say that he was proud of a few decisions in his career as Autobot Leader. He did what had to be done, to preserve life, to fight for justice, and to bring peace.advancing the Autobot agenda. He wondered just how that made him different than Megatron, then recalled, not the atrocities the Decepticon had committed, not the changes he'd forced upon Prime's life, not even the dangers Megatron posed to Earth, but instead thought of a good mechanism named Dion, long dead, for the simple crime of being in the wrong place at the wrong time. He might not always make the noblest decision, but he would never, ever be like Megatron.

"You did what you had to do."

Had he the structure capable of it, Prime would have smiled. "Thanks."

"Can't say the troops'll be too fond of working with somebody who tried to kill them."

"I don't think they'll have much chance to. Even rational, Omega Supreme is too powerful, too complex a factor, to be a constant by our side. Instead, he will better serve as a guardian, a last resort. The last chance this planet will have, if we should fall."

***

Soundwave, amazingly, had not wanted his position, not wanted his life, not wanted anything, other than to be left alone to repair his cassettes. Hook and the base computers would be busy repairing the others, and Scavenger would be attempting to be useful wherever he could.

Which once more left Megatron alone in his quarters and alone with his thoughts.

He had been in dire battles before, lost far more soldiers than he had this time, but never had it weighed so heavily upon him. Never before had he been directly responsible for it. Never before could one simple act have changed everything.

He could see it in the way the few active warriors spoke to him, the way the ones brought back on-line went about their duties listlessly: he had lost something, lost their confidence in his invincibility, lost their confidence in his ability to give them great victory, no matter the setback.

Well, he would take it back, by force if need be. He was Megatron, a force of nature to be obeyed, not challenged! He was power incarnate!

He would rebuild and he would plan. And his next move would raise the stakes higher than they had ever been. Victory would only come if he ceased dwelling on the past and looked only toward the future. It no longer mattered what had brought him to this point. It only mattered that his power remained unquestioned and that vengeance was soon and swift.

He had been offered what few beings ever received, a second chance. He was going to make the Autobots very sorry that they had offered that to him and his.

***

A few days later, Prime stood in an open, rocky area, some distance from the Ark, but not so far that driving there was difficult. The rocket base that was Omega Supreme towered above him, inactive. His trailer remained in real-space, open and armed, just in case fighting proved necessary.

He activated his communicator. "OK, Ratchet, bring him on-line."

"I'm on it Prime, but please. be careful."

"I will."

Little lights dotting the surface of the combination rocket base and tank lit up and Omega transformed, parts flying everything, expanding and contracting into his robot form. His gaze shifted toward Prime, but he did not make a move.

"OPTIMUS PRIME-WHY DID YOU LEAD AUTOBOTS AND DECEPTICONS AGAINST ME?"

"Because it had to be done. You might have wiped out the Decepticons, but you would also have cost countless humans their lives. The Autobots and I, we're fighting against the Decepticons too, but never at the cost of the lives of the people who live on this world. That, Omega Supreme, is the Autobot way. Or have you forgotten?"

"NO. I HAVE NOT FORGOTTEN. BUT MEGATRON AND THE CONSTRUCTICONS MUST PAY."

"I agree with you.in principle. But if we act just like they do, are we any better than them? Is that what you want to be known as, Omega Supreme, a Decepticon?"

"NO. I.WOULD RATHER BE AN AUTOBOT. BUT IT HURTS SO MUCH, I KNOW NOT WHAT TO DO."

Prime knew that there were pieces to this puzzle he was missing, but also knew that now was not the time to ask about them. Sowing doubt and disbelief within the Guardian was not a good idea, but he knew he would have to ask the questions at some point.

"Join us," he said, "be an Autobot. Be our Guardian."

"CANNOT. AUTOBOTS WOULD NOT TRUST."

"They will. I've told them you were under the influence of a meteorite shard in your central processor. Only I, Chief Medic Ratchet, and Communications Officer Blaster know otherwise."

"DO NOT DESERVE TRUST."

"Then earn it back. We need you, Omega. We need your firepower, your strength, your resolve and dedications. I won't ask you to go into combat alongside us, but we need a last chance, a last hope for this planet if the unthinkable should happen. We need the kind of support only you can give."

"OPTIMUS PRIME."

"Yes?"

"WOULD BE HONORED TO SERVE YOU. WISH TO SEEK ATONEMENT FOR PREVIOUS ACTIONS. KNOW NOW, CANNOT BEAT DECEPTICONS ALONE. REQUIRE.FRIENDS."

"Then welcome to the Autobots, Omega Supreme."

Prime suddenly found that he could not look at the Guardian. What had he come to, lying to his troops, adding a potential menace to their ranks, acting with deception worthy of a scheming Decepticon? That wasn't the way the game was played, wasn't the rules by which he'd chosen to dedicate his life to preserve.

What was it Ironhide had said?

"You did what you had to do."

He did what he had to do.it was the same thing any leader told themselves. He'd made such decisions before and almost always without second-guessing himself. What was it about now that made him think so differently?

Because everything that happened on Earth was his fault. He hadn't been careful enough, hadn't allowed for the possibility that Decepticons could be following them. And time and time again, he could have ended the Decepticon threat, if only he'd been willing to be a little more ruthless. Because of his follies, because he couldn't get the job done, the Earth was in constant danger. If that meant doing whatever he had to, to balance the scales, to give Earth its shot back, than so be it. You didn't become leader by avoiding the hard choices.

If taking chances with his own life and the lives of his friends meant that Earth could be a better, safer place when they left it, then so be it.

He would do what he had to do.

***

Author's Notes

First off, this takes place sometime between Desertion of the Dinobots and Blaster Blues. As you can see, I wrote the Dinobots out by saying they'd had an allergic reaction Cybertronium. While this is a bit of a cop-out, I knew their presence would tip the scales too far in the Autobots favor, and diminish what I really wanted to play with, which was the Autobot/Decepticon interactions and the thoughts of Prime and Megatron. I'd also like to thank all the members of the Padded Cell, who helped me with good comments and criticisms as I wrote this. In particular, I'd like to thank Moonscream and Pitten. Moony convinced me to tidy up the ending a bit and write an the portion with just Prime and Omega and Pitten did a fantastic job beta-reading.