Disclaimer: I don't own Transformers or anything related other than Despair!

Alright, I wrote the last chapter before I was informed that Starscream turns into Thundercracker. Now I do not like this, so in my continuty, Thundercracker and Starscream are separate individuals, because I couldn't stand them being one and the same. As for a Mini-con named Prowl, well I'll cross that hurdle when I get there.it is really tough to incorporate so many dang Mini-cons into the story, so don't be alarmed when the little buggers start springing up out of nowhere ^^

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Sideswipe shook his fist as Demolisher dropped to the ground. ~Why did all these Mini-con signals have to pop up at once, there musta been ten or so!~ He thought as he ripped the Mini-con panel out of the overgrowth. He gave Black-out a swift kick before activating it. An odd shaped Mini- con appeared from the panel, pipes for legs, and bike wheels for arms.

"Well..you're...cute" Sideswipe said, trying to not sound disgusted.

"Nice to meet you too, ass, I'm Nightbeat." The small bot replied before jumping on his shoulder. "Now march, partner!"

"I could like you yet, heheh." Sideswipe chuckled as they caught up to Blurr. He was engaged in a firefight with Thrust. Inferno and a small blue Mini-con grappled on the ground. Thrust suddenly tackled Blurr and snatched up another Mini-con panel. Thrust quickly activated it, and a small robot that shifted quickly into a very old style fighter jet briskly strafed Sideswipe, who dodged and shot a few rounds at it.

"You can't catch Gunbarrel!" The Mini-con shrieked as it came around for another run.

"Enough! Inferno, Gunbarrel, back to base!" Thrust yelled before warping out, the Mini-cons following suit.

"Slag, he got that one." Blurr muttered as he dusted himself off and helped up the small blue Mini-con.

"Looks like you got one too though." Sideswipe smirked, "The little prick I got riding with me is Nightbeat."

With that comment Nightbeat simply kicked Sideswipe in the side of the head before sitting back down. Blurr laughed and propped the blue Mini-con to his shoulder.

"Ha, you got a feisty one, this here is Incinerator." Blurr said as Incinerator waved his arm that looked like the hood of a car. "Lets see if the others are having as much trouble as us."

"Right." Sideswipe nodded as the two transformed and linked with their new Mini-cons, speeding off to find their comrades.

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Thundercracker and Starscream surrounded Jetfire, strafing and firing upon the massive Autobot Vice-commander. Jetfire fired off multiple plasma rounds, but only succeeded in singing the seekers. Starscream cackled as he brought the null laser cannons to bear on Jetfire. Jetfire was concentrating on the fire from Thundercracker so he barely turned in time to twist between the lasers. He still took a lot of the rays and slammed into the ravine wall hard. Starscream transformed and pinned him as Thundercracker pried a Mini-con panel from the rock wall. The panel activated quickly as a mostly white with blue version of Swindle appeared before him.

"Figures Screamer, I scan your shell, and my Mini-con looks just like yours." Thundercracker rumbled. "I dub thee 'Zapmaster', now show me whatcha got!"

Thundercracker smirked as the Mini-con jumped onto his back and linked up, swinging his own cannons forward. He charged them up as they crackled with electricity.

"Bail now Starscream!" The seeker yelled as his brother dove out of the way, leaving Jetfire embedded in the rock. "Shock cannons, fire!"

Jetfire's optics widened as he tried to free himself, but he ended up only getting his gun arm up and a plasma blast off before getting thrown into convulsions and falling to the ravine floor. Unfortunately Thundercracker took the brunt of the Plasma cannon and plummeted as well. Starscream flew down and caught Thundercracker, but they both came down hard. Meanwhile, Super Optimus Prime was guarding from Megatron and Sideways' combined fire. Prime had his massive cannon charged, and Sparkplug linked up, but he couldn't get an opening.

"This is Optimus to any unit, I require a diversion!" Prime yelled into his comm as he crouched and held his arms up.

"Hey Optimus, we got one diversion comin right up." Alexis responded while directing Laserbeak from Autobot HQ. Sideways yelled out as the small video cam bird fired small laser shots at the biker bot. Annoyed, he diverted his attention to Laserbeak and began to fire. Optimus then let off a powerful blast at Megatron between his main cannons cool down cycle. The tyrant shouted out before falling on his aft and shaking out the cobwebs. Sideways finally realizes what's going on just to be blasted into a tree. Optimus fell to his knees as his servos groaned.

"Kids, any Mini-cons detected here?" Prime asked in the direction of Laserbeak.

"One about 15 clicks due west." Rad exclaimed.

"Thanks for the info suckers!" Starscream cried from behind Prime as he flew off. Megatron rose and smirked.

"Starscream, retrieve it then report back, Thundercracker, Sideways, return to base." Megatron bellowed as he and his minions warped out.

"Slag, I hope Red Alert has better luck than us." Prime muttered.

"Hey our luck isn't too horrible." Jetfire, now limping towards Optimus, exclaimed loudly. "I happened to find one where I fell just before you had the kids scan the area."

Optimus looked up to see an odd looking Mini-con mounted on wheels come towards him. Sparkplug disengaged from Prime and greeted the newcomer.

"Comettor, I haven't seen you in ages!" Sparkplug cried as he embraced Comettor.

"Great to see you too, looks like I was found by the right faction." The space buggy looking Mini-con replied.

"That you were my friend, that you were." Optimus said, looking more cheerful.

"I got a report from Blurr, he and Sideswipe picked up two, but Thrust got one before he and a trashed Demolisher warped out. Thundercracker grabbed one, and from the looks of it Starscream just headed after another. Now we wait for Red Alert's report, should only be one or two left now in this area." Jetfire sighed as he finished his lengthy report.

"That accounts for everyone but Cyclonus, he shouldn't give Red Alert to much trouble, I hope." Prime said as he looked into the horizon. "Once we hear from Red Alert we head back to base."

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Red Alert fired off a few rounds at Cyclonus before ducking under cover. The helicopter was being troublesome as he had the advantage of flight. Cyclonus transformed in midair and had Drill-bit and Crumplezone link up to his arms.

"Eat this Autobot!" Cyclonus cackled as he fired from his left arm, Crumplezone firing in unison with his wrist blaster. Red Alert dodged and fired off his grappling hook, Long-arm already powerlinked. Cyclonus yelled out as his leg got hooked, and started swiping at the rope with Drill-bit, while shooting with Crumplezone. Red Alert took a few shots to the chest as he yanked hard on Cyclonus. He shrieked as he went careening into a tree.

"Stinking..Autobot...you'll.....pay." Cyclonus muttered as he struggled to free himself from the tree. Red Alert took this time to shoot his grappling hook to a Mini-con panel in the rock. The Autobot medic reeled it in and activated it. A white and gray bot with what appeared to be a dune buggy alt mode appeared before him. Cyclonus groaned and warped out, seeing his opportunity missed. The buggy introduced himself as Rollbar and Red Alert went to make his report when a rustling in the trees above startled him. He turned quickly to see a rather large cyborg owl and a green car Mini-con sitting there.

"You fight well Autobot, but it will not be enough to save you from my master." The owl said.

"Who..what are you?" Red Alert said, still not grasping what was going on here.

"Oh yes, a thosand pardons, Prowl: transform!" The owl said as parts shifted and he became a very organic, fairly short Cybertronian.

"You're.a Transformer, I've never seen an organic one before." Red Alert said as he checked Prowl over, "I would think there would be less cybernetics showing in your animal form though."

"A mere side effect of being created and given enhanced powers by my master, nothing too hampering I assure you." Prowl laughed as he observed the now transformed Backtrack and Rollbar conversing. "It seems they know each other."

"Why do you have a Mini-con, you don't seem to be able to link with one." Red Alert said, still checking Prowl over, then realizing what he's been trying to say for the first time. "Wait a second, who's your master, and why do we need saving from him?"

"Ah, Red Alert, you are ever the analytical one, first off, Backtrack is with me for the sole purpose of companionship, and second, my master is the most powerful force in the universe." Prowl said, than added. "He has an insatiable hunger, and he will be arriving soon."

"Why are you telling me this?" Red Alert asked.

"Because master would love to finally get a challenge, he has never had the opportunity to let his opponents have a fighting chance before, so he brings you with a gift." Prowl chortled as he tossed a blue Mini-con panel at Red Alert. The medic caught it and looked it over quickly.

"I'm assuming your master sent us the black Mini-con that has caused us so much trouble, so why should I take this one?" Red Alert said cautiously, and flinched when Prowl laughed loudly.

"You are very perceptive my dear, and sorry if Despair caused you trouble, you should keep the little bugger locked up for awhile, it'll do him some good, and regarding that panel." Prowl pointed to it, "It is one of three Mini-cons required to create the Requiem Blaster. An extremely potent and long range device that may, may, give you a fighting chance."

"This is a lot to take in" Red Alert said as Prowl switched to owl mode.

"Well, master shall be arriving soon, so you had best prepare, come Backtrack!" Prowl yelled as he flew off, the small green car in pursuit. Red Alert watched him fly off until Rollbar rapped on his side. He let Long-arm off of his back after putting his blaster away, and trudged off to meet the others, staring at the panel thoughtfully.

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Scavenger had arrived awhile back at Autobot HQ, before the massive Mini-con detection. He was currently updating all their files, with the help from Hot Shot, who was released from confinement once they realized Despair was responsible for his condition, but the young Autobot wasn't taking it to well. He was silently inputting data, Jolt hovering despondently next to him. Scavenger felt uncomfortable, and didn't know whether Hot Shot was quiet because he was depressed, or because he didn't trust Scavenger.

"What's on your mind?" Scavenger asked.

"Why would you care." Hot Shot spat.

"Because, one, I'm an Autobot, and two, you're too hyperactive to be this quiet, even around someone like me." Scavenger said coolly.

"You mean because you're an underhanded turn coat?" Hot Shot asked, voice dripping with sarcasm.

"Fine, if you don't want to get being invaded by an evil Mini-con off your chest, then this 'underhanded turn coat' needs to upload data and will keep his concern to himself." Scavenger snorted as he turned away.

"How do you know about that!?" Hot Shot spouted.

"Being an expert spy has its advantages." Scavenger smirked.

"Have you ever wanted to do something, despite it going against all your morals?" Hot Shot asked.

"I do that every time I go undercover, it's a living." Scavenger responded.

"Well when Despair had me convinced to destroy Sideswipe, I enjoyed, ENJOYED, the fear he showed, that look of utter hopelessness on his face as I went to blow his head off." Hot Shot wailed, sinking to his knees. "I enjoyed it damnit! It went against everything my spark stands for and I loved it!"

"We all have a dark side, we cannot escape it." Scavenger said, seemingly looking off into space. "Sometimes, when I masquerade as a Decepticon, I enjoy the brisk military atmosphere, the large competition amongst the troops, and the brutal efficiency they pull."

"How do you manage, knowing you have to fight against Autobots." Hot Shot said, nearly sobbing.

"It hardens your heart..comes with the job description, but you don't deserve to be a battle hardened grump like me." Scavenger smiled. "Go take a recharge, I'm almost done."

"Alright." Hot Shot said as he began to leave. Jolt landed on his shoulder and hugged his friend's head affectionately.

"It's not your fault you know." Jolt said as Hot Shot gave him a pat.

"You have friends Hot Shot, keep them close." Scavenger called out before turning back to his work. He walked to the next room as a console started beeping quietly. It was a long range space scanner, and something very large was on it.

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Megatron stared at the space scanner. He turned to his troops, and gave them a look that demanded answers.

"What in the name of Primus could be so big!" Megatron yelled.

"Well, maybe, uh, a small moon sir." Thrust responded uncertainly.

"Theres no way it could be a moon, they just don't leave another planet's orbit." Thundercracker scoffed.

"Maybe it lost its way, and can't find its way back home!" Cyclonus cackled as everyone gave him and odd look.

"I want to know what that is, and I want to know NOW!" Megatron bellowed. "Starscream, Thundercracker, Thrust, go scout it out, now!"

"Yes mighty Megatron!" Thrust saluted and flew off.

"Yeah, we'll get right on it." Starscream said uncertainly. "Wait up cone- head!"

The jets blasted off as Demolisher stared at the screen and pondered. Cyclonus was still laughing at his own bad joke while Sideways leaned against the wall. Megatron stared thoughtfully for a minute.

"Cyclonus, Demolisher, continue work on project Tidal Wave, I want it finished as soon as possible." Megatron ordered, his voice unusually quiet.

"Yes Megatron." Demolisher said quickly as he grabbed Cyclonus. "Come on, we've got work to do."

"Couldn't find his way home, whahahahahahah!" Cyclonus hobbled along, holding his midsection.

"What do you require of me, mighty Megatron." Sideways said.

"Don't patronize me, do you take me for a fool." Megatron said, staring Sideways down.

"I don't know what you mean sir." Sideways retorted.

"Tell me what the moon is and I may let you live." Megatron ordered.

"I'm sorry, I don't know what you're talking about." Sideways repeated. Megatron then lunged out and grabbed Sideways, slamming him into the wall. Sideways made no move to retaliate. If he didn't have a mouth plate, he would have been smirking.

"Now listen here, I know of all the transmissions you have been making to an unknown source, and all my files you're been hacking into." Megatron continued, holding Sideways off the ground. Sideways chuckled as Megatron's grip grew stronger.

"You really want to know what it is, it's the instrument of your destruction, fool." Sideways chuckled as he stared the tyrant down. "Now if you unhand me, I may let you live."

"How dare you use such a tongue with me, I could destroy you now if I wanted to." Megatron growled.

"But you don't, because if you do you lose your only chance of combating this new threat." Sideways said as Megatron slowly put him down. "That's better."

"Now, tell me what in the name of Primus that thing is!" Megatron, still shouting. If he was human he would have blown a blood vessel.

"It's not a thing, it's a Transformer." Sideways said, pausing to let these words sink in.

"Wha..what!" Megatron stuttered.

"That's right, not only is he a Transformer, but the most powerful one in existence." Sideways continued. "All the Star Sabres in the universe couldn't help you. Some call him 'The Planet Eater'."

"Planet Eater? You mean to tell me this thing can devour whole planets!" Megatron said.

"It can and it has. Many, many civilizations has fallen to his hunger." Sideways said. "He is the lord of destruction...Unicron."

"Unicron! He's only a fable, made to scare children." Megatron said.

"Oh he's very real, and you had better prepare yourself." Sideways said as he began to walk off. "Oh, and one more thing, you had better check on your jets."

"What!" Megatron said with surprise as Sideways transformed and disappeared. "Thrust, Starscream, Thundercracker, come in!"

"Megatron! We're under attack, we need bac...." Thrust's comm went dead.

"Blast it all!" Megatron said, punching the wall as he ran out to the Moon's surface.

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It took Megatron nearly a megacycle to find the jets, and they weren't in that great of shape. Thrust struggled to salute Megatron as he rolled in to the scene in tank mode. Thundercracker leaned on one arm, his right leg bent back. Starscream nursed a broken off right forearm. They were all littered with dents, tears, and holes. Megatron transformed and supported Thrust.

"The.the...ship....out of...danger?" Thrust said as his optics glazed over and he entered stasis lock in Megatron's arms.

"What happened!?" Megatron yelled, hitting his comm to summon Cyclonus and Demolisher, still holding Thrust.

"The fool wouldn't back down, I can't believe he still has all of his limbs." Thundercracker muttered.

"It was awful Megatron, it was a planet, but with sharp spires and, and, lots of plasma cannons, they tore through us like nothing." Starscream spoke, trembling. "I told Thrust to retreat, but he kept attacking, and getting hit, by the time me and 'Cracker got him outa there he was glazed over, spouting off nonsense."

"Come on men, let's get you all to the med bay, I'll take Thrust, and Demolisher and Cyclonus will be here to help you back to base." Megatron said before throwing Thrust over his shoulder and starting back to base, Starscream and Thundercracker talking.

"It's all that fool Sideways' fault, I know it is!" Starscream yelled.

"You wouldn't be talking about me now, would you boys?" Sideways said, coming up behind them fast and transforming.

"You!" Starscream said, turning, unsheathing his sword, and bringing it to Sideways' throat in one fluid motion using his good hand.

"Don't lose your cool 'Screamer." Thundercracker warned.

"It's alright, go ahead Starscream, do it, you know you want to." Sideways coaxed.

"Don't tempt me." Starscream growled.

"Come on, it'll be more fatal if you do it right here." Sideways taunted, exposing and pointing to his throat.

"Don't listen to him Starscream, he's not worth it!" Thundercracker said.

"You're right, he's not." Starscream said, sheathing his sword as he stared down Sideways. "I'm on to you, so watch your back."

"Psh, whatever, just know you can do nothing to stop your utter destruction." Sideways said as he switched to motorcycle mode and drove off. Starscream sighed and sat down on a rock as he waited for Demolisher and Cyclonus.

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"Scavenger!" Rollbar cried as all the Autobots walked into the room.

"Rollbar?" Scavenger said as he turned. Once he saw the Mini-con he broke out in a huge grin. "Little buddy!"

Optimus smiled as the two embraced, talking about old times. Optimus turned and saw Red Alert looking unusually thoughtful. Prime approached the medic as he looked towards him.

"What's troubling you Red Alert?" Prime asked.

"This sir." Red Alert said before bringing the blue Mini-con panel out of subspace.

"A Mini-con panel, you found another?" Prime questioned.

"Well you see, I was given this by an organic Transformer, who said he was working for someone, or something that aims to destroy us all." Red Alert said as Prime gasped, Jetfire and Blurr had also become interested in the tale. "It seems he wants to toy with us first, and said that this Mini-con is one of three that forms the Requiem Blaster."

"I've heard legends about that." Blurr said.

"It's no legend, it's real." Incinerator said from Blurr's shoulder, "Heck, I even knew one of the Mini-cons part of that team, and according to him that gun is more powerful than both the Star Sabre and the Sky Boom."

"No joke?" Jetfire asked, staring at the blue panel. "Well let's wake that sucker up then."

"Well, first we need the other two, and second." Red Alert hesitated, "The Transformer, his name was Prowl, and he seemed to know about Despair as well."

"Ya mean the crazy little hunk of scrap that almost got me killed!?" Sideswipe said, also getting drawn in. "Then let's trash that stinkin panel!"

"No, we don't even know who this Prowl is, and this panel may have been an original." Prime said, placing a hand on Sideswipe's shoulder.

"Optimus, you better come see this!" Smokescreen suddenly called from the console. Prime and the others came over to the screen to see a massive blip on the space scanner.

"What the heck is that!" Sideswipe said. All of a sudden their comm's came to life as Ransack and Sparkplug started talking.

"Uhhh, someone better get down here, to the containment cells." Sparkplug said, shock in his voice.

"That piece of slag almost blew me to pieces, get Prime down here!" Ransack yelled.

"I'm on my way, Sideswipe, Blurr, with me, Smokescreen, keep an eye on that.thing." Optimus ordered as he ran out of the room.

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Sideways stared at two golden Mini-con panels set up by Megatron's throne. ~So, the pieces of the Skyboom are coming together, well to bad it won't help them.~ Sideways continued walking until he reached a console. He pulled a data disk out of subspace and popped it in. Multiple schematics scrolled by, the majority looking like members of the Air Defense team. Sideways hit a button, and the word UPLOADING... came on screen. He laughed as the disk popped out and he tossed it into the air, vaporizing it with his wrist blaster. As he turned to leave he heard a small scuttling noise.

"Rook!" Sideways yelled as his omnipresent Mini-con leapt out of the shadows and after the noise. After a few blaster shots fired there was grunting and then Rook brought the antagonist out of the shadows.

"Bonecrusher?" Sideways said as the small military Mini-con was brought out, his large arm bent back and his shorter hand flailing at Rook. "What are you doing here."

"Starscream wanted me to keep tabs on you, he thinks your up to no good, and it looks like he was right." The Mini-con spat as he struggled.

"You really think you can stop me, that laughable short-stop." Sideways laughed as he brought his face down to the Mini-con's level. "Now, what am to do with this potential security leak, hmmm."

"You won't do squat, KNOCK-OUT!" Bonecrusher yelled as Sideways stood up. A missile flew from the shadows and knocked Sideways down. Bonecrusher whirled his arm around and effectively tossed Rook away from him. He then transformed and sped off, a tan missile tank speeding up along side of him.

"That was smooth." Knock-out said as they headed for the med bay.

"Heh, nice save bro." Bonecrusher chuckled as he heard Sideways yell loudly, cursing as he looked about for the two, but they were long gone. "Let's report into 'Screamer, maybe we can get some decent lunch outa him, I heard he pays informants well."

"Yeah really, look at Swindle, he's living the good life." Knock-out commented before the duo sped off.

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Prime looked at the molten heap that was Despair's containment cell. Sparkplug shuffled uncomfortably and Ransack paced as Blurr examined the blast damage. Sideswipe let Nightbeat off of his shoulder and picked up a piece of the would be force-field generator.

"What the hell happened to this!" Sideswipe said as he examined it.

"It appears it was blown up." Nightbeat said smartly.

"No one likes a smart-aft." Sideswipe scoffed.

"Do you two know anything about what happened?" Prime said, eyeing Ransack and Sparkplug.

"Well ya see, it kinda goes like this." Ransack trailed off, but Sparkplug shoved him back.

"We have no clue what happened, if SOMEONE hadn't been nodding off on guard duty!" Sparkplug said, shooting Ransack a dirty look. "Someone slagged the camera, and the generator, and decided to scrap about everything else in this room just for giggles."

"Not to mention about killing me in the process." Ransack added quickly.

"Well we haven't detected anyone in the base, and Despair's signal has disappeared from the base, so at least we're safe for now." Prime said, evaluating the situation.

"Still, we're dealing with some serious firepower, not to mention high tech cloaking fields for someone to slip in and trash the base like this." Blurr said, but was quickly cut off by Smokescreen on the comm.

"Prime, we're being hailed by that thing on the space scanner, you better get up here ASAP." Smokescreen said, visibly concerned.

"It's hailing us!? I'll be right there." Prime said as he sighed, it was going to be one of those days.

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Megatron surveyed the work Demolisher and Cyclonus had done, Thrust and Demolisher eagerly waiting for Megatron's word. Cyclonus, who had the most medical experience, was patching up Starscream and Thundercracker still. Megatron walked the length of the creation. It was very large, that was for sure and it looked exactly like a massive aircraft carrier. Megatron rapped the side of it before speaking.

"You've done well Demolisher." Megatron said as the tank beamed at his leader's praise. "I trust that you brought the final component from Cybertron, right Thrust?"

"Yes sir, it awaits your order to be implanted, and I have it in a location that not even you know of mighty Megatron." Thrust, who was patched up from his previous encounter.

"Excellent, it appears we are ready to start the final." Megatron was cut off by his comm going off.

"Master, we are receiving a strange signal, from that planet." Leader-1 reported.

"Excellent, he finally reveals himself." Megatron said. "Come, let us head to the control room."

"I must warn you Megatron, that this, this, planet is not to be trifled with, it possess great power." Thrust advised.

"Well if it is so great, Megatron will just take it!" Demolisher told Thrust.

"Fool, this isn't something that can be controlled, let alone attacked by our forces, I doubt that even the Star Sabre itself could damage this thing!" Thrust retorted.

"That's enough you two, come on." Megatron ordered. He was responded by two "yes sirs" and they quickly caught up to him.

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Optimus got to the control room as he saw Smokescreen, Scavenger, and Red Alert working the consoles. Hot Shot and Jolt had just entered the room, and was talking with Jetfire. Optimus walked up to the center of the room, Blurr, Sideswipe and their Mini-cons, including Sparkplug and Ransack, entered the room.

"Patch it through to the big screen." Prime said.

"There's no visual, but we'll try." Red Alert said.

"I'll try to bring up the thing that's up there on visual." Smokescreen replied.

"It's patched through." Scavenger reported.

"Attention Autobots. You are cordially invited to a conference with Master Unicron. If you do not attend the pitiful inhabitants of earth will pay the price, come to the coordinates that are uploading now." The voice boomed before a massive planet came onscreen. It was completely mechanical with massive spires and a ring encompassing it.

"Unicron!?" Scavenger gasped. "I thought he was only a myth."

"So did I." Prime trailed off.

"Got the coordinates, want me to set the warp gate up?" Smokescreen replied.

"Yes..but I only want Jetfire, Blurr, and Hot Shot with me, to large a group could be to difficult to move out in a hurry." Prime said slowly.

"Right, if this guy has anything to do with Despair I want proper reparations." Hot Shot said, a menacing look in his eyes.

"I think we had better leave the Mini-cons here, we wouldn't want any of them to get left behind." Jetfire suggested.

"He's right, anyway, as far as we know this is a peaceful meeting." Blurr said.

"Alright then, let's roll out Autobots, to the warp room." Prime said as the four headed down.

"I just hope this isn't a mistake." Red Alert said.

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Megatron growled. He had just heard a slight variation of the same message the Autobots had received. He heard Sideways chuckle as he entered the room.

"Thrust, Demolisher, head to the warp room, leave your Mini-cons, Leader-1, accompany them." Megatron quickly ordered as the two Decepticons and the Mini-con left the room. Megatron played with the grip on the Star Sabre as Sideways faced him.

"So are you taking up master Unicron's request?" Sideways inquired.

"Yes, despite knowing that his promise of power is a bald-faced lie, I will go if not to show him who the true master of the universe is. And you will be coming along as well, I will not have you back here sowing disorder, I will keep you in my sight, yesss." Megatron hissed as Sideways chuckled again.

"Whatever you say, sir." Sideways said sarcastically before calling Rook to his side from nowhere and heading to the warp chamber.

"Time to make myself known." Megatron muttered as he gripped the Star Sabre hard and walked to the transport room.

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When the Autobots exited warp, they were standing on a catwalk on the side of the planet that faced the earth. While this planet wasn't as big as earth, or even the moon, it was very large in scale to the Autobots. You could perhaps call it a massive space station. Spires and all other sorts of gears stuck out all over the place, it was almost if it was alive.

"I'm getting a weird vibe from this place." Hot Shot said uneasily.

"Same here, this place just seems too surreal, even for a transforming robot." Jetfire said, scanning the area.

"We've got company." Blurr said as a group of four yellow robots came out of the side of the planet.

"Stay calm, they appear to be..Autobots?" Prime said, relived at first to see the Autobot insignia on these bots, then when he realized that there shouldn't be any Autobots here he felt confused.

"Yes, we are Autobots." The lead, shortest bot called out. "But we are under the service of master Unicron."

"Why are you serving Unicron?" Prime asked out, "and where is Unicron at?"

"All will be revealed in time." One of the medium sized bots with a black visor on his face said as his comrades laughed at Prime's last comment. "Now if you'll just follow us."

Optimus and the other's exchanged uneasy glances before following the other four bots. They were lead into a room that looked a lot like a board room. Sitting at the table was an organic Transformer. Optimus immediately remembered Red Alert's description and knew it was Prowl, Backtrack at his side.

"I hope Scrapper and his gang didn't give you to much trouble Optimus." Prowl said, eyeing the short yellow bot.

"Hey, we handled them just fine." Scrapper said.

"Well for one you never introduced yourself to the Autobot leader. You're Autobots too, I'd think you had more respect." Prowl chastised.

"Meh." Scrapper said as he motioned his men forwards. "I'm Scrapper, leader of the NeoConstructicons."

"NeoConstructicons?" Blurr queried.

"We're devoted to upholding the great architecture built by the Constructicons after the Great War, Unicron has promised we would be his main building crew for his new civilization." Scrapper finished.

"The Constructicons are our namesakes." The tallest one, with a backhoe on his back said. "I'm called Long Haul."

"I'm Hook." Said the one with the visor.

"And I'm Mixmaster." The other medium one with a red visor and what looked like ear phones on.

"Together we are, the NeoConstructicons!" Scrapper said, the whole team hitting a dynamic pose.

"Why would Autobots base themselves after a group of Decepticons?" Hot Shot asked.

"That's because unlike yourselves they have seen between the black and white into the shades of grey." A ghostly voice behind them spoke.

As one the Autobots turned and all shouted "DESPAIR!"

"Why I'm going to." Hot Shot muttered as he held himself back.

"I don't see why you are angry Hot Shot, I only attempted to let you see between the factions and propaganda." Despair spoke.

"You almost made me kill Sideswipe, I don't care how idiotic he is." Hot Shot was fuming. "Nothing is worth a comrades life!"

"Would everyone calm down and sit?" Backtrack suggested.

"A superb idea my vertically challenged companion!" Prowl said as he took his seat. "My master will be with you shortly, but I'm afraid another party had an appointment with him first."

"And who would that be?" Prime asked.

"The Decepticons no doubt. Our own Decepticons are seeing him now." Scrapper said.

"You guys have Decepticons with you too!" Jetfire said, surprised.

"I have said before that all of us here have seen through the black and white. Faction symbols mean nothing here." Despair said.

"It is master Unicron's goal to unite all people in the universe under one group." Mixmaster said.

"If this is such a democracy then why must you call Unicron 'master'?" Blurr stated.

"Because, that is what he is." Hook said, "We avoid rank also, it is meaningless."

"This is all very interesting, I am very eager to converse with your master." Prime said, sounding as courteous as possible, but inside he was appalled and amazed at the same time. ~Decepticons and Autobots working together, and treating Mini-cons as complete equals at the same time..I never thought it was possible.~ Optimus thought.

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The Decepticons warped into their coordinates, which took them to a catwalk surrounding the planet. Looking off into space, the Moon is seen. Megatron scanned the area and found the catwalk led to a hatch in the side of the planet. Three bots stood by the door. One was organic, with insectiod parts hanging off of him, wings on his back, and reverse joint legs. The smallest had a jet fighter cockpit folded over his chest, and was wielding two large one-hand rifles. The largest had a stealth fighter jet cockpit folded over for a chest and a large gattling gun mounted on his shoulder. Thrust and Demolisher exchanged looks before flanking Megatron, Sideways stood off to the side. Megatron walked up and addressed the bots.

"Identify yourselves." The Decepticon leader ordered.

"Ah, master Unicron has been expecting you." The insect Transformer said. "I am known as Scourge, and my cohorts here are Dreadwind and Smokejumper."

"Really, well I suppose you are here to take me to your master, so get on with it." Megatron said, voice dangerously cold.

"Come one, move it you big lug!" Smokejumper, the smaller of the jets, said.

"I'm going, I'm going. It's not as if master Unicron is going anywhere or something like that." Dreadwind snickered as he opened the hatch.

"I don't like this one bit." Demolisher said to Thrust aside.

"Neither do I, but we must be ready to aide Megatron if anything goes awry." Thrust replied as they entered a large, very gold colored room. A long table was set up with a view screen at the end and chairs surrounding it. A Mini-con stood by the chairs, pulling them out, indicating where the Decepticons should sit.

"Dead End shall show you to your seats." Scourge said as the Decepticons took seats, Sideways putting his feet up and leaning back as Megatron glared.

"So when will I be talking to 'master' Unicron." Megatron asked.

"You are now." A voice boomed, seemingly all around them. Thrust stood and swung his arm guns around randomly as Megaton gripped the Star Sabre tightly.

"Show yourself!" Thrust demanded.

"You can see my just fine, in fact you are standing inside of me now." The voice said matter of factly.

"What!?" Thrust said, confused.

"You mean to tell me this whole thing is Unicron!?" Demolisher asked rhetorically.

"That's right, master Unicron has played you all for fools." Sideways chuckled as he stood. The remaining Decepticons cried out as force fields enveloped their chairs. Megatron dove out of the way but Thrust and Demolisher were trapped.

"You treacherous piece of scrap!" Megatron said as he brandished the Star Sabre. "Leader-1, powerlink!"

"Destroy them, and end their annoying lives!" Unicron ordered as Megatron linked with his Mini-con.

"Eat laser!" Dreadwind yelled as he and Smokejumper opened fire. Megatron deflected it with the Star Sabre and fired on them, blowing Dreadwind into a wall with his powered up cannon. Smokejumper kept firing on him as Scourge came up behind him with his pain stick. Megatron blasted Smokejumper away before crying out from Scourge's attack. The tyrant quickly swung back and slashed Scourge down the chest diagonally with the Star Sabre. The insect whimpered before collapsing. Dead End had left, Thrust and Demolisher were attacking their prisons, and Sideways stood, clapping for Megatron.

"You're next, Sideways." Megatron growled.

"Bring it on!" Sideways said before shooting at the Decepticon commander. Megatron charged him, deflecting the shots. Sideways dodged easily as he swung, responding with laser fire. Megatron cried out, his back smoking from the attack. He then returned fire as Sideways' continued to dodge.

"You'll have to do better than that." Sideways said.

"You haven't seen anything yet." Megatron said. "ALL ATTACK MODE!"

Sideways gasped as Megatron's horns flew out and grabbed Sideways by the neck, while his cannon section swung forward. Megatron fired, Sideways being held in place as the torrent of lasers tore him apart. Rook, appearing out of nowhere tore the Star Sabre from Megatron, who kicked the Mini-con, sending the Star Sabre to where Thrust and Demolisher were being held. When Megatron stopped firing, only a portion of Sideways' chest remained, along with a charred Crosswise. Megatron released the scrap before smiling.

"It appears you have paid for your crimes, Sideways." Megatron said triumphantly.

"You can never destroy me Megatron!" The voice of Sideways called out at Megatron looked at the wreckage. It had turned into multiple nanites and reformed before Megatron's eyes. The tyrant could only stare in horror as Sideways now stood before him, without a scratch on him.

"By the pit!" Thrust cried from his prison. "We must help Megatron."

"But we're trapped!" Demolisher said.

"Keep trying to blast it." Thrust said before firing.

"I'll kill you!" Megatron screamed as he charged with his horns, right into a massive generator as Sideways dodged. Megatron screamed as the lights in the room flickered. Unicron groaned as Dead End appeared from nowhere as started to pry the spasming tyrant from the generator.

"AAAAAAARRRRRRRRRGHHHHHH!" Megatron yelled as Dead End's small cannon shot him in the gut and he went flying, energy surging through him, the force of it all shooting him out. He blasted through the wall and disappeared.

"MEGATRON!" Thrust wailed as the force field went down due to lack of power. The now enraged tactician fired wildly, blasting Sideways and Dead End as Demolisher grabbed the Star Sabre. The tank ran to Thrust and slapped him.

"Stop it, you'll get us all killed, we have to retreat!" Demolisher said before shoving the Star Sabre into Thrust's hands. Thrust stared at Demolisher quizzically before taking it.

"You are the one Megatron would want to command in his absence." Demolisher said flatly.

"But...fine, let us get out of here, into warp range." Thrust said as Demolisher blew open the hatch. They ran out on the catwalk to see something collide with the Moon . They both bowed their heads before warping off of the base. Sideways walked out, smiling at the Moon's newest crater.

"Rest in pieces, Megatron." Sideways said as he switched to his Autobot head and warped out.

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Optimus looked up as the lights flickered. The NeoConstructicons looked slightly concerned as a groaning noise emmited from the building.

"What the heck?" Hot Shot said. "It sounds like the whole place was in pain."

"That's pretty odd for a inanimate object." Blurr said as he and Jetfire stood, drawing their weapons.

"So you've figured it out." A voice sounded from all around them.

"What's going on?" Prime said.

"It appears Megatron's reign of terror has been terminated, meaning there is one thing standing in the way of my rule....YOU!" The voice cried as the NeoConstructicons all stood and drew their weapons. From a hatch in the side of the room Dreadwind and Smokejumper appeared as Prowl and Backtrack quickly left. Despair charged an energy ball in his hands as the Autobots stood.

"IT'S A TRAP!" Prime yelled as he fired at Scrapper and Hook, taking cover behind the table. Despair flung the ball at Hot Shot as he dodged to the side and pulled out his pistol, returning fire. Blurr pumped a few rounds into Smokejumper as Dreadwind fired his gattling gun, knocking one of Blurr's rifles from his hand. Blurr cried out as he rolled behind a chair and nailed Dreadwind in the head with one shot. The Decepticon went down as Mixmaster came up behind him and put him in a massive bear hug, crushing his armor. Blurr went offline as Jetfire shot Mixmaster in the back after bludgeoning Long Haul with his shield. Hook and Scrapper kept Prime pinned as Despair and Hot Shot traded fire.

"I think it's time to get serious Prime!" Jetfire called out.

"I agree, COMBINE!" Prime called out as Jetfire tossed his shield onto Optimus's back, followed by his cannon. Prime boosted into the air with the cannon as he transformed into the Super Optimus Prime torso. Jetfire flew up and shifted into legs as Prime landed on top of him. "TOGETHER WE ARE, JET CONVOY!"

"Ha! Let's show him how its done boys, NeoConstructicons, COMBINE!" Jet Convoy gasped as Mixmaster and Hook went to vehicle mode and their front tires and other small clamps came out and pushed them upright as they stretched out their legs and a combination triangle came up from each and connected, forming two thirds of the triangle. Long Haul leapt up and turned horizontal as his legs came down and formed shoulders and arms. His arms and head folded like in vehicle mode and the last part of the triangle came down and linked. Scrapper jumped up and switched to vehicle mode, except his shovel blades went the opposite direction as the key piece came out if his back and he linked to the middle of the triangle. Snapping sounds were heard as everything linked into place and a head came up out of the chest, eyes and the Autobot symbol lighting up as he cried : "DEVASTATOR HAS ARISEN!"

"They can combine!" Hot Shot shouted, staring at the two gestalts. Devastator fired Hook's rifle at Jet Convoy as he flew up and fired with Jetfire's plasma cannon. Devastator blocked with Mixmaster's dump claw and jumped up, swinging with Long Haul's backhoe on his back at the giant Autobot. Jet Convoy was clipped in the leg and landed, punching Devastator in the face. Despair had begun to pummel Hot Shot's head with energy blasts, and Hot Shot threw the Mini-con from off of his head before collapsing. Jet Convoy saw Hot Shot fall and blasted Devastator in the chest before grabbing the fallen forms of Hot Shot and Blurr. Jet Convoy kicked down the hatch and flew back toward earth, comrades in tow. Prowl flew onto the catwalk as Scourge and Despair joined him. Scourge limped and Despair flew sort of shakily.

"We never anticipated them to be so strong." Prowl said as he watch Jet Convoy fly into the distance.

"Well Megatron has been terminated, so the Decepticons should now fall to pieces." Scourge said.

"Don't be so sure, they are more resourceful than one could imagine." Despair said, "We need more resources to finish them, once master Unicron can activate fully, then they shall feel our wrath."

"My minions!" Unicron called, restoring his main power generator. "I have dispatched Sideways to deal with the Autobots, and my newest creation shall be the finisher of the Decepticons."

"What would that be, master Unicron." Devastator said as he recovered.

"All in due time my minion, now take Dreadwind and Smokejumper to the regeneration chambers and repair yourselves, we shall destroy them yet." Unicron commanded as they all bowed and began to head for the repair bay, Devastator slinging the jet duo over his shoulder. As they left, three purple Mini-con panels came out of the ground and began to glow.

**************************************************************************** **********

Gunbarrel flew over the surface of the Moon, running his patrol that had been assigned. The Mini-con paid no notice to the smoking crater as he flew by. As he disappeared into the distance, Leader-1 crawled out of the crater. But this was no longer Leader-1, as his colors were now purple, white, and black. The Mini-con wobbled as a clawed hand grasped the side of the crater and a pair of blood red eyes stared out of the smoke.

TO BE CONTINUED...

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Good lord, 16 pages in Microsoft word, and it looks like more character intros. Scourge is the Transmetal 2 Locust toy from the beast wars era, Dreadwind and Smokejumper are the new Robots in Disguise set, and the NeoConstructicons are the yellow Landfill repaint team. Wedge = Scrapper, Grimlock = Long Haul, Hightower = Hook, and Heavy Load = Mixmaster. I would have named Mixmaster Bonecrusher instead by realized their was a Mini- con named that O_o. Landfill is obviously Devastator, but Devastator appears as the yellow Landfill does in his custom box art. (Blades up instead of out, legs having all their toe or finger pieces out, legs stretched.) Dead End is from what I've heard the confirmed name of Unicron's Mini-con. So did anyone else love Detection, and Awakening, I did, and be warned that Tidal Wave shall have a different origin in this than the show, Sideways owns, but I think my Sideways "Death" scene was cooler, wouldn't that be an awesome way for Megatron to attack (the horn thing was in Swoop). So anways, I hope everyone enjoys, reads, and reviews and I'll try to get the next one up faster. Next time, Thrust is confused, the Decepticon's moral is now low, and the Autobots are gearing up to strike Unicron's forces when they find..Sideways? And is Megatron dead, we'll have to see :D