Disclaimer: I own Despair, but nothing else, which kinda gives me that feeling :P

Sorry it took so long, but I saw all the screen shot's of new toy prototypes, and upcoming armada toys, and all that that I wanted to incorporate more into my fic, so beware, character introductions by the barrel full this time around.

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Megatron sat on his throne, as always, contemplating his situation. Leader-1 sat on his shoulder in a silent vigil. The tyrant pressed a few keys on his throne's armrest and it brought up several detailed profiles. The first group was his current troops and all available data on them. He glanced through them. Starscream, Cyclonus, Demolisher, Sideways, and Scavenger. The latter two had barely any information. Next was on all his Mini-con units. This list was constantly growing and at the same time shrinking, as it was a constant struggle to keep them in line. You never knew when one with a bleeding heart would let itself be "captured" by the Autobots. The other two were the Autobots and their Mini-cons. He eyed the Autobot list warily. It was unusually small, Prime was no fool, and he'd be calling in reinforcements soon. Luckily, Megatron was always considering his options, as if on cue, he felt and invisible presence in front of him.

"Ah Thrust, punctual as usual." The tyrant remarked as the tactician uncloaked, kneeling before him.

"Lord Megatron, I function only to serve you." Thrust said as his companion disengaged from him, and also knelt before Megatron.

"We are here to serve." the Mini-con repeated.

"I see you have brought Inferno along Thrust, I did not know he still functioned." Megatron said, eyeing the old Mini-con.

"Oh he functions quite well on the contrary, and had been a valuable co- counsel to my plans my lord." Thrust said after a slight chuckle. "I have been viewing the data you have sent me on my way here, and I believe I can formulate a plan that will add up to your success, but there is one thing troubling me."

"Oh, and that would be?" The tyrant asked.

"He is talking about the strange Mini-con that you have informed us about, no lone Mini-con I can remember possesses that amount of power." Inferno stated.

"Yes, it is troubling indeed, but we must get by it, for it as of the moment is the only thing keeping the Autobots from being crushed!" Megatron's voice slowly rose higher.

"Do not worry my lord, we shall obliterate the enemy, it has been foreseen!" Thrust said, motioning to the hole in the ceiling, Earth being clearly visible. "The Earth is in your sights, it is a sign that you shall crush your opposition."

This comment caused the Decepticon leader to laugh audibly. "I suppose it does, my dear Thrust, go, recharge, you must be tired after your long journey, tomorrow we shall integrate you with my troops and we shall deliver the deciding blow to the Autobots."

"Thank you my lord, come Inferno." Thrust said with a bow, before leaving the room. In the shadows, Sideways could be seen, staring on.

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Starscream looked around nervously before flipping the switch on the vid-screen. He punched in a few keys and a darkened face came onto the screen. The face, covered in shadows, stared at him for a minute before realizing who it was.

"Screamer?" The face said, optics wide in the darkened area.

"Thundy!" Starscream let out a sigh. "I wasn't sure you'd be in, by Primus its dark in there."

"Oh sorry, heheh." 'Thundy' disappeared from the screen for a second before a light flipped on. When the bot returned, anyone else would have done a double take. The bot looked exactly like Starscream save for a Blue and White color scheme to Starscream's Red and Grey, and being devoid of a jet fighter mode. "So what ya need bro, I thought you were grabbing the Mini- cons and coming back to be all famous."

"It's gone deeper than that Thundercracker, way deeper." Starscream's voice was very solemn. "I don't know who to trust, so I was going to."

"You want to bring someone in who won't shove a knife in your back, that's it isn't it." The bot known fully as Thundercracker cut off his twin. "Sure, I'm in, I didn't think you'd last that long without your older brother's guidance."

"Funny Thundy, very funny, what about Skywarp?" Starscream interjected. "He's liable to want to come too."

"Eh, I'll leave him a note or something, he'll keep tabs on the shop while I'm gone, no use in letting his inexperienced arse get slagged anyway." Thundercracker laughed, "He can always be a good back up plan, but right now it doesn't seem like you're that desperate."

"Great, I'm uploading you a vehicle mode that'll please you and freak Megatron out at the same time." Starscream smirked as Thundercracker waited for the data to load.

"Hey Screamer, this one looks just like yours." Thundercracker gave the same exact smirk back to his brother. "It's perfect, I'll be there within the solar cycle, later."

"Excellent, see you than, and Thundy, watch your back." The seeker warned before flipping the vid-screen off in the middle of his elder brother's rumbling laugh. "Perfect, now I have the upper hand against whatever that freak Sideways has cooking...I hope."

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Prime had the troops line up as the Cybertronian shuttle pulled into the Autobot base's hangar bay. The ship's doors opened as three bots stepped down. The middle, and largest, appeared to be a space shuttle. The other two bots were both blue and had car modes. The one to the right had gray armor and dual blasters, and looked dead serious. The one to the left was more of a splash of car parts, blue, and orange. He bore an expression of a ruffian.

"Prime, got your reinforcements right here my man, hey, Hot Shot, Smokescreen, how goes it, get that stick outa Red Alert's exhaust yet?" The larger bot spouted quickly.

"Slow down Jetfire," Prime chuckled with the rest of the crew, Red Alert first letting out a scoff, then a chuckle, "You haven't introduced your companions yet."

"Oh sorry bout that, just excited to see the gang I suppose." Jetfire quipped, "Go on and introduce yourselves."

"Hmph, I am Blurr, and I am looking forward to working with you all." The bot with gray armor said as he came forward and shook everyone's hand.

"I'm Sideswipe, and I'm gonna bust up some Decepticon arse real good." The other blue bot laughed as he looked around and spotted the kids. "What's with the munchkins?"

"HEY!" Pretty much all the kids said in unison. Jetfire gave a forearm to Sideswipe as Hot Shot glared at the bot.

"They're our good friends and invaluable to our fight against the Decepticons." Hot Shot said, unusually cold.

"They look about as useful as skid marks if you ask me." Sideswipe declared with a shrug, "So, where's my quarters?"

Red Alert held back Hot Shot as Optimus glared and pointed down the hall, "Down that way, Sparkplug will show you."

"Great, catch ya later bots." Sideswipe waved as he followed the yellow Mini-con.

Hot Shot yelled out as he slipped away from Red Alert's grasp. "Who decided to bring the gashole!"

"Hey, that's a bit harsh!" Red Alert said.

"I personally can't believe his nerve." Alexis huffed

"Hey now, let's calm down." Jetfire said nervously waving his hands.

"I do have a problem with someone insulting my friends vice-commander." Prime said deadpan.

"Hey, I can explain, I can explain, he's got a personality glitch." Jetfire spouted frantically.

"Looks like a punk to me" Smokescreen scoffed.

"He's an excellent fighter, and doesn't have some of the reservations other Autobots may in a fight, but he still fights for the common good." Blurr commented.

"He's got a bit of a people problem if you ask me." Rad said.

"More like a human problem." Carlos scoffed.

"Alright everyone, calm down, calm down." Optimus bellowed, getting control of the room. "Thank you for bringing much needed reinforcements Jetfire, and Blurr and Sideswipe are welcome additions to our roster, and we are all to treat Sideswipe as kindly as possible, is that clear?"

An assortment of yes sirs and groans came from everyone as they all parted ways, Prime went to address Blurr and Jetfire, as Red Alert, Smokescreen, and the kids spoke about the new recruits. Hot Shot stalked off to his room as an eerie Mini-con followed.

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Hot Shot fumed as he entered his room. He needed to talk to someone who would understand why that idiot Sideswipe peeved him off so much. He flipped on a vid-screen before punching in a few buttons. As he waited for the communication to go through a ghostly voice piped up besides him.

"If that Autobot angers you so, you should destroy him." The black Mini- con suggested. Hot Shot stared at it for awhile.

"What! Why would I do that, he makes me mad, but Autobot's don't attack their own!" Hot Shot defended quickly.

"A mere suggestion, it would be a logic resolution to your hostilities towards him, I can help." Despair continued.

"I said no!" Hot Shot cried as the vid-screen opened. A shadow-covered bot sat there, an Autobot symbol adorning his chest.

"Why have you called me brother?" The bot asked.

"I need someone to talk to and figured you would be the best shot." Hot Shot said.

"What!? You called here just to 'Talk'! You don't even realize a war is going on do you!" The bot shouted, enraged suddenly.

"Wheeljack, what's gotten into you!" Hot Shot said, taken aback.

"I've gotten some sense into me Hot Shot, I've been thinking a lot lately." Wheeljack continued, "And I've realized Autobot sentiment is getting in the way of everything, the counsel's decisions, how our economy is looked at, and how the war is being handled."

"Are you saying Optimus Prime is doing a bad job!" Hot Shot said.

"He is a sentimental fool! And I think you are too!" Wheeljack spat, standing up and letting the light hit him more. His chest had a massive tear in it, right across the Autobot symbol. Below it was a small Decepticon symbol, which also adorned his shoulders. Hot Shot almost brought his weapons out on seeing the symbol.

"The HELL! What's with the Decepticon logos!?" Hot Shot cried.

"It's quite obvious isn't it, the Autobots are all fools, I cannot believe I was wearing their sigil for all these years!" Wheeljack continued to yell. "I'm going to join the side that has the type of military mind to win this war, and bring Cybertron to peace after all these years!"

"You can't switch sides, how, what, why!!!" Hot Shot sputtered irrationally.

"Sorry Hot Shot, but I have made up my mind, I wish you'd see things my way, but I suppose civil wars have pitted family against family before.." Wheeljack trailed off as he smirked. "I'll be seeing you soon Hot Shot, unfortunately, it'll be on the other side of my blaster!"

Hot Shot cried out as the vid-screen shut down. "My own brother.....a DECEPTICON!"

Hot Shot punched out the vid-screen as his eyes got a dark, glassy look. Despair's eyes glowed as it chuckled.

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Sideways sat cross-legged in the middle of nowhere. Well, that was easy on the moon. He heard a soft thud behind him. He scoffed visibly before addressing the sound.

"Prowl, master did not inform me of your coming." Sideways said as he rose and turned. Sitting there was a cyborg owl, grooming its odd mix of cybernetic and organic feathers. It had a large red transparent patch over one eye.

"I came to oversee everything, not to fight. At least not now, alright?" Prowl spoke, adding rhymes to some of his words. Something he did from time to time, to amuse himself.

"If Prime or Megatron see you they'll demand to know who you are." Sideways said, "And what's with that form, it doesn't even have Mini-con powerlink ports."

"This form gives me the means to do my job. Not energy beams to lob." The owl said.

"So why did master send you?" Sideways interjected.

"He didn't." Prowl simply stated before transforming to robot mode. The owls legs elongated as the thrusters came up and arms slide out from behind the legs. The owl main body rotated forward as the wings adorned his shoulders and the head became his chest. He was a splash of black, silver, red, and blue. His head still bore owl like features and a monocle. Before Sideways could retort the owl warped, disappearing from sight.

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Cyclonus grumbled as he directed Crumplezone, Drill-bit, Buzz-saw, Bonecrusher, and Knock-out in building what Megatron had ordered. ~This is going to take a long time, where is Demolisher, he's supposed to be helping me!~ Cyclonus thought as Buzz-saw and Drill-bit cut out pieces of steel. Crumplezone, Bonecrusher, and Knock-out where moving the pieces to the correct areas as Cyclonus did the same to another. Multiple pieces looked like parts to ship hulls, Megatron hadn't given him a complete schematic, saying that he'll take care of the final stages himself. Cyclonus whirled around as the door slid open behind him. Demolisher was walking in with Black-out seated on his back.

"Where were you! I can't stand all these schematics, you're better outfitted for this job!" Cyclonus whined loudly as Demolisher had Black-out join the others.

"I went to check on Megatron, and there was another bot with him, it looked like Thrust!" Demolisher exclaimed.

"Thrust? The great general Thrust? Why is he here?" Cyclonus questioned.

"I don't know but it's great news, with the extra man-power, theres no way the Autobot's will survive!" Demolisher cried happily as he turned to the massive sheets of metal. "So what's this for anyway?

"I don't know, something Megatron is calling 'Project: Tidal Wave'." Cyclonus said. "All I know is that we're to build, not ask questions, so come here and help me move this!"

"Alright, I'm coming, I'm coming." Demolisher said as he and Cyclonus lifted a massive piece of sheet metal into place.

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Sideswipe was in his quarters, making things comfortable. He hadn't known why everyone was so angry with him earlier, he got along fine with Blurr and Jetfire. They had come to him after he was being brought by the SP's for getting into a street fight. ~Some slaggin Decepticon thought he could trash on me, hmph!~ He thought as he recalled Jetfire asking him if he wanted the charges dropped and a chance to fight. He had gladly accepted, fighting was his way of life, and unlike most Autobots, he didn't care how the job got done. He had just put the finishing touches on his room and sat down to relax until he was briefed. Then he heard something outside.

"Despair! Powerlink!" He heard the voice cry as a high pitch humming noise started.

"What the slaggin hell?" He said a dark beam of energy shot through the wall, barely missing him. He then saw Hot Shot, visor down and cannon activated and smoking. "What the hell are you doing!?"

"Eliminating a problem." Hot Shot said, his tone almost ghostly as he blasted at Sideswipe again. Sideswipe barreled to the door and ran through it before converting to car mode, trying to find someone to help him. Hot Shot also converted to car mode, the stealth bomber still linked to his backside. Sideswipe navigated the base fairly well, trying to remember his way back, he checked his rearview mirror to see Hot Shot catching up, driving claws extended and whirring, attempting to ram the back of him. He pushed the accelerator harder before barreling into the control room, transforming as he closed the door and put his back to it. Jetfire, Red Alert, and Optimus were all seated in there, giving him odd looks.

"Help me! He's after me!" Sideswipe cried, panicked.

"Who!" Optimus said.

"The yellow guy, he's got some insane Mini-con linked up and slagged my room!" Sideswipe continued, "Don't let him get me!"

"Whoa there big fella, just calm down, you sure he's." Jetfire was cut off as another dark beam cut through the door, Sideswipe leaping out of the way as Hot Shot jumped onto Sideswipe and started punching him. Sideswipe blocked with his arms and attempted to wrestle his way out of Hot Shot's grip. Jetfire and Red Alert ran over to restrain Hot Shot as he pushed the larger bots aside, and flipped his cannon up. His stare bore into Sideswipe, almost piercing his spark itself. It made him very, very afraid. Just went it looked like Hot Shot would fire, he yelled out as the cannon flipped back and the dark glaze over his optics faded. Prime stood behind Hot Shot, Despair in his hands, struggling to transform and attack him. Sideswipe hyperventilated before passing out. Jetfire and Red Alert helped Prime restrain the Mini-con as they took it to a containment unit. It screamed in protest as it was locked in an energy field. Hot Shot was then dragged into another containment field by Prime.

"Is it necessary to lock him up?" Red Alert asked.

"After what just transpired, we can't take any chances." Optimus looked grim. "Get Sideswipe some medical help and have Smokescreen try to patch the base up, then I want you to run every scan possible on that Mini-con, Jetfire, you and Blurr guard in here."

"Gotcha boss, I'll go grab Blurr and sit tight right here, and I'll see what's up with Hot Shot when he wakes up." Jetfire said, his voice full of concern. "Where you gonna go?"

"To think, and check up on all our Mini-cons, call me if needed." Prime stated, a weary look in his optics. "I want to know the second he wakes up."

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The moonlight glinted off of Prowl's metal parts as he flew over a massive forest. It had a river running rapidly though it, almost glowing with the light of the moon. Prowl's eye patch light up as it scanned the area. He looked about before coming down to land. He switched to robot mode, owl claw's clicking against the ground as he looked at a fairly large rock formation in front of him. In the middle was a green panel, a stylized M adoring its center. Prowl's right gauntlet produced claws as he punched the rock, freeing the panel. He sat it before him as he sat cross- legged staring at it. It began to glow suddenly as the silhouette of small bot became apparent, it was green with car parts littering its body, the M present on its chest. It looked up at the owl transformer as it began to speak.

"Who are you, you don't look like any Cybertronian I've ever seen?" The Mini-con stated.

"That's right, I am called Prowl, and I am quite different from any regular Cybertronian." Prowl chuckled. "What are you called, my small friend?"

"My name is Backtrack." The Mini-con stated, then cocked his head. "What do you want from me, do you want to use me like the others?"

"No, as you can see, my form does not include any ports to link up with your kind." Prowl said as he stood, holding out his arms and stretching his wings. Then turning completely around to show the Mini-con he had no powerlink ports.

"Then what do you want with me?" Backtrack asked, confused.

"I simply wish for, a partner." Prowl said bluntly, "In my line of work, I won't make any friends, and I would love to have a co-counsel so to speak."

"And you would choose me?" Backtrack responded, "I thought you larger bots viewed us as inferior?"

"Not at all, in fact, you look much smarter than some of the bigger bots I've seen around here." Prowl chuckled. "I would be honored for you to be my partner."

"Alright, I'll take your word for It." Backtrack stated, then Prowl held his hand out. Backtrack smirked and took the much larger hand and shook it, sealing the partnership.

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Scavenger kept his optics on the console he was working as his comm sounded. He answered it, surprised to hear Optimus's voice over it.

"Scavenger, come in." Prime said over the comm unit.

"Scavenger here, what do you need Prime." The double agent replied.

"We need to pull you out Scavenger, something has come up." Prime said.

"What? I thought you just got reinforcements." The bulldozer stated quietly.

"Yes, but this is something else, regarding the new Mini-con." Prime said, his voice holding no emotion.

"So, Starscream was right to be freaked out." Scavenger muttered under his breath. "Alright, I'll cut any loose ends and be there as soon as possible, Scavenger out."

Scavenger turned off his comm-link and pulled out his data disk. He hadn't been able to finish getting all the data that Megatron had on this new project of his. He walked down the hall, going to the Mini-con containment area. He stepped inside to see Spiral. The little blue bot, even though his memory was removed, had still rejected the programming Sideways had given him and acted irrational. Scavenger powered down the containment field as the Mini-con perked its head up in confusion. Scavenger produced a small chip from his subspace compartment and walked behind the Mini-con, hitting it's very small power-down switch, which was standard issue to all bots for medical procedure reasons. Opening Spiral's back compartment, he reinstalled the chip, the let the bot stay shut down. He put the bot in his quarters before heading to the throne room.

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Starscream sat in a crater on the dark side of the moon. Swindle was with him, complaining as always.

"Why are we on the DARK side, it's freezing my internal circuits! Swindle cried.

"Because I still want Thundy to be a surprise to Megatron, and this is the only way he won't detect him landing." Starscream said, then began chuckling, "Imagine the look on Megatron's face when he sees me and Thundercracker standing side by side, looking identical, it'll be priceless!"

"Megatron is more likely to scrap you for bringing him in" Swindle sighed.

"I doubt it, he needs all the man-power he can muster, and if he does scrap me." Starscream smirked, "I bet he'll melt you down too."

"You do realize I hate you." The Mini-con retorted.

"And your feelings have mattered to me since when?" Starscream laughed. He turned his head when he heard a rumbling sound. A jet, just like Starscream, but colored a brilliant blue with white detailing and red trim flew into view. With a yell of 'Thundercracker: Transform!', the jet switched to a robot identical to Starscream, the white accenting his legs, arms, and parts of his chest as the red cockpit and trim carried over and red also adorned his face, the rest was a midnight blue color.

"So Screamer, how's it going?" Thundercracker laughed as he patted his brother on the back. "Who's your little pal?"

"He is Swindle, a miserable excuse for a Mini-con, but he's all I have right now." Starscream said as Swindle made a face at them. "Come, you must meet Megatron, he'll love you, I'm sure!"

"Hah! You're a riot Starscream, lead the way!" Thundercracker bellowed.

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Megatron sat on his throne, dozing slightly, when he was snapped back to reality by the massive footsteps of Scavenger.

"Megatron, I'm leaving." Scavenger said deadpan.

"What! Now, when the Autobots are so close to being crushed." Megatron said, "Don't you want to be part of our grand victory."

"Sadly, I have other matters to attend to, I've done my job." Scavenger said, "I've kept you guys from losing the man-power wars, and taught your troops a thing or two, that's why you brought me in, right?"

"I suppose, and with Thrust now here, I suppose I'll allow you to go your own way." Megatron said despondently. "Your help was most appreciated."

"The great Megatron giving a compliment, I'll be sure to treasure that always." Scavenger smirked.

"Go now before I reduce you to scrap!" Megatron yelled. Scavenger quickly left as Megatron smirked slightly. "Autobot scum." He muttered under his breath. Just as it seemed he's get back to his nap, Starscream strode into the room, Swindle close behind. Starscream bore that unsettling smirk of his that made even Megatron uneasy.

"Mighty Megatron, I have something of great importance to discuss with you." Starscream said, still grinning.

"Get this over with now Starscream, I was having the most pleasant nap." The tyrant said, humoring the jet.

"Alright then, meet Thundercracker." Starscream said as a blue and white clone of himself walked in, making Megatron's optics bug out. "My brother!"

"Hey Megatron, heard nothing but good things about you!" Thundercracker rumbled, shaking the tyrant's hand as he stared at him.

"What is the meaning of this Starscream!" Megatron bellowed.

"Well, you always are looking for new troops, so I gave my brother a call." Starscream was stifling laughs from Megatron's ludicrous glares.

"Well then, go introduce him to the other Decepticons, just get out of my sight!" Megatron yelled, still in disbelief. The duo headed to another part of the base before Megatron screamed. "By Primus, they made another one of him!"

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Wow, now with all those intros done, the story should progress a lot smoother now. I was looking at my Beast Wars figures the other day and found Prowl, the toy is beautifully made and I thought he'd make a good character, so I own his personality, but not his model, ok. :P Oh and don't worry if you don't see much of the kids, I don't like them, and thoroughly enjoyed writing Sideswipe's part there. I'm guessing on his and Thundercracker's personality from what I've seen from their pictures, same with Wheeljack. *Snickers* So next time, we'll see what the Autobot's do with Despair, what role Prowl plays in it all, and perhaps the identity of Sideways' and Prowl's master, if you didn't already know. Oh and Mini-cons popping up like bunnies too *laughs* R&R please and cya next time.