It was a normal day in the Decepticon base… Or as normal as it can get when Swindle and Shockwave are working together on a project Megatron assigned them. They were in a secluded laboratory on Cybertron, somewhere deep within the Decepticon Fortress Shockwave resided. Megatron had sent Swindle up to Cybertron, instead of summoning the Cyclops, due to lack of resources on Earth.

The two Decepticons were currently in a viewing room, behind a large window; below the window was a consol complete with an analog stick, and many buttons of assorted colors. Inside the other room was a table, several sheets of metal spread out across it, and a mechanical arm stretching from the ceiling. The pieces of metal all had a strange, reddish brown colored substance on them, some more damaged-looking than the others.

"What is the progress of the Cosmic Rust?" Shockwave asked, peering into the testing room.

"Eh. Alright." Swindle replied. "It has different effects on different types of metals. For example…" The Combaticon pointed to the sheet of metal on the far left. "The Cosmic Rust on copper is the most effective. Only took a few cycles to turn it into scrap."

He then motioned over towards the second piece to the left. "Steel is a bit more resistant, took this piece about a day to take full effect." Swindle then motioned to the piece on the inner right. "The Cybertronian metal is the most resistant. This piece has been infected for over a deca-cycle, and it's only about half damaged."

"That is all I need to know." Shockwave said. "Megatron wishes for the Cosmic Rust to be delivered to him as soon as possible, so we must take the beta, and get it to him."

"I don't think Megatron will like the fact that it takes about two weeks for it to take full effect." Swindle replied.

"Megatron, at this point, doesn't care." Shockwave said. "He's getting impatient, so we best deliver this to him at once."

Earth, United States, New York City. One week later.

Bluestreak made a left turn at the stoplight. No matter what day it was, no matter the time, New York's streets never seemed to get any less crowded. He sighed as he came up to another traffic jam. 'I'm gonna be late!' He thought.

After a long, long time, the Autobots and Earth finally formed an alliance, instead of just tolerating the Autobots' presence. In celebration of this newfound trust in each other, the Earth Defense Command, or EDC, was formed. The opening ceremony at the Hall of the United Nations was within the hour, and Bluestreak was gonna be late!

"Things can't get any worse…"

"Wrong." A voice from the side replied. Bluestreak looked over; it was a Porsche-like car, colored in maroon with yellow racing stripes going down the left side. "It can... for your demise is about to come sooner than you expected." The car said as it transformed into a familiar Stunticon…

"Dead End!" Bluestreak cried. He, too, shifted into robot mode, and brandished his weapon.

"I really guess it's pointless... but it's not my choice…" Dead End uttered, as he quickly pulled out a strange looking, angular gun, pulled the trigger, and launched a bizarre projectile at the Autobot.

Bluestreak stumbled backwards as the object struck his chest, and burst open. Immediately a brownish-red cloud of dust surrounded the Autobot, and he coughed a number of times; Bluestreak waved his hand around a bit, trying to get some fresh air into his system.

"What in the name of Primus was that?" He choked as he stumbled out from the thickness of the dust. Bluestreak rested his hands on his knees, and took in a few good breaths of air, before looking up at the grinning Dead End. "Why are you so smug?" He asked.

Dead End chuckled. "Simply entropy taking its toll, albeit at an accelerated rate... a pity... I bet you had so many hopes in life...."

"Huh?... Wh-…" Bluestreak's optics flared for a brief moment, before he dropped to his knees, clutching his chest. He peered down; there was some sort of rust growing on him! It hurt… By the pit, it hurt so much! His whole frame ached, as he fell forward onto the pavement.

He struggled to raise his forearm close to his face. "P-…Prime…" He feebly moaned into his comlink. "He-…Help... Mmmeeee…."

Hall of United Nations, Three minutes earlier

"This isn't like him…" Optimus said. With him were a number of Autobots: Ultra Magnus, Grimlock, Tracks, Smokescreen, Jazz, Windcharger, Trailbreaker, Sunstreaker, Sideswipe, and Hound.

"I'm sure he's fine." Ultra Magnus reasoned. "Probably… Backed up traffic?"

"I don't think so." Prime said. "Bluestreak knows how important this is. He shouldn't be this late…"

"Hmph." A gruff voice from the two semis grunted. Optimus and Magnus turned to look at him. "What is it, Grimlock?" The Autobot leader asked.

"Me no understand." The T-Rex replied. "No understand why you team up with humans. They no good for anything."

"You shouldn't be so hung up over this, Grimlock." Ultra Magnus said. "The humans are very resourceful."

"Bah! All humans good for is to cry for help. Me Grimlock say let them fend for themselves." He folded his arms. "Besides. Why me needed here? Time better spend crushing Decepticons."

Optimus sighed. "You should know, Grimlock. We need extra backup, just incase the Decepticons attack here."

"Hmph." Grimlock grunted again.

Optimus turned back to Ultra Magnus. "Radio Bluestreak, I want to know where he is, and if he's alri-"

"P-…Prime…" Bluestreak's weak voice said through a newly opened transmission. "He-…Help... Mmmeeee…"

"Bluestreak!" Optimus replied. He raised his arm, and held down a button. "Don't worry, Bluestreak…"

Several miles away…

"…Help is on the way!"

Bluestreak's comlink cut off, and the sound of static filled the air. A soft chuckle was heard, as a large, silver foot kicked Bluestreak in the side.

"Excellent." Megatron said, as he stood over the fallen Autobot. Starscream, Soundwave, and The Stunticons all stood behind their leader. He peered around to the seven Decepticons behind him. "You all have your weapons?" He asked.

All but Starscream nodded. "Why must we do this?" Starscream asked. "Why not just attack them at their base? That way, we'd get them all at once!"

"We would be severely outnumbered." Megatron said. "It'd be a suicide mission."

"How about you go ahead and take that mission, Starscream?" Motormaster commented. Receiving an assortment of chuckles, the Stunticon leader grinned.

"Why you…" Starscream snarled at Motormaster, and approached the somewhat larger mech. He almost aimed his arm cannon at him, when he found a black hand holding him back.

"Save it for the Autobots." Megatron said in a stern voice.

"Take your mitts off me!" Starscream snapped, whirling around to face Megatron.

The Decepticon commander frowned, and backhanded Starscream across the face, sending him flying into a nearby building. "Never backtalk me, Starscream. Ever."

The roaring sound of speeding vehicles caught Megatron's attention. He looked over, and saw a red semi towing a grey trailer, a white semi hauling a white and blue car carrier – several cars within it – and a silver and gold Tyrannosaurs Rex storming after them.

"Here they come." Megatron said. He turned to the other Decepticons. "Get to your positions." Upon their leader's order, all of the Decepticons scattered to different and separate locations all around the block.

"Bluestreak!" Optimus cried out as he screeched to a stop, and transformed. Grimlock followed suit, as Ultra Magnus unloaded the other Autobots from his trailer. Prime kneeled down next to Bluestreak, and gently picked him up in his arms. "Bluestreak…?"

"Ughn…" Bluestreak struggled to say. "Op… Optimuuussss…."

"What happened, Bluestreak?" The Autobot Leader asked. He looked up to Ultra Magnus, and nodded. Magnus turned around, and radioed the Ark.

"Tr….Traa…" Bluestreak's optics dimmed slightly. "Deceeep…"

Optimus thought for a moment… 'Decep'… Decepticons? But what was 'Tra'…. Transform?... Trap?...

At that moment, something struck Optimus' back, and out burst a rust-colored cloud. That caused the mech to drop Bluestreak, and fall onto his front side, groaning upon impact. The Autobot almost pushed himself up off of the ground, when suddenly, pain shot throughout his body. He cried out as, same with Bluestreak, a strange, rust-like substance slowly grew on his backside.

"Prime!" Ultra Magnus called out. Upon that moment, Grimlock, Sunstreaker, Sideswipe, Trailbreaker, Hound, Tracks, Jazz, Smokescreen, and Windcharger looked over at their fallen leader.

Grimlock glared up at where the blast came from. "Decepticons!"

Megatron popped out from his hidden spot towards the top of a skyscraper. "Right you are, Autobot!" He aimed his fusion cannon down at Grimlock, and fired off another projectile filled with Cosmic Rust.

"Look out!" Ultra Magnus yelled out, as he dove for Grimlock. He tackled the Dinobot commander, and covered him as the Cosmic Rust exploded behind them.

"Get off me!" He demanded as he shoved Magnus off of himself. Grimlock raised his feet into the air, and kicked them forward; he flipped back onto his feet.

Megatron chuckled, and pointed down at the Autobots. "Infect them all!"

The five Stunticons simultaneously came out from their concealed locations, and fired at the separate Autobots. Starscream flew by in seeker mode, dropping containers of Cosmic Rust like bombs, and Soundwave stayed crouched low, acting as a sniper.

Almost immediately, Trailbreaker, Smokescreen, and Hound were shot down with the Cosmic Rust, their results almost identical to that of Bluestreak and Optimus. Starscream swooped overhead, above the Autobot twins, Sunstreaker and Sideswipe, chuckling. He dropped a single Cosmic Rust container directly above them, and flew off to make another round.

Sideswipe looked up at the sound of jet engines, and immediately dived aside. "Sunstreaker!" He called out to his brother, who was firing on Breakdown and Dragstrip some distance away.

"Huh?" Sunstreaker turned around, and looked at Sideswipe, but cried out when the Cosmic Rust container hit him.

"SUNSTREAKER!!" Sideswipe cried. Without any concern for himself, the red Autobot darted into the cloud of Cosmic Rust; a few moments later, Sideswipe came out coughing, and carrying an infected Sunstreaker with him. Sideswipe choked on the Cosmic Rust flooding his systems, as he dropped his brother, and fell on his hands and knees, struggling to breathe. Soon, Sideswipe found himself suffering the fate of several other of the Autobots.

Tracks took a cautious step backwards, and looked all around; only five Autobots left… "We're dropping like flies!" He exclaimed as he found himself back-to-back with Windcharger.

Megatron, meanwhile, was smirking like no tomorrow. "Take them out!" He screamed, while pointing his fusion cannon at the two Autobots; he fired off one of his last Cosmic Rust containers.

Windcharger spotted this. "Watch out!" He yelled as he shoved Tracks aside, and focused on the approaching canister. When it was close enough – which was almost immediately after – the Autobot threw out his hands; before the container even hit, it was sent off to the side, towards an unsuspecting victim…

Dead End remained kneeled down behind some rubble, using it as cover. He unloaded the empty clip in his launcher, and put in a fresh case of Cosmic Rust. He locked and armed his weapon, and that's when the container Windcharger deflected struck him.

The Stunticon was sent back, and the second his back hit the ground, the canister exploded, encasing him in a cloud of Cosmic Rust. He cried out; by the pit it burned! His entire frame felt as though it was on fire! Dead End's voice was the first thing to go, as the Cosmic Rust slowly took form all over his prone frame. One final thought crossed his mind before he slipped into Stasis:

'So… This is how it ends…'

"Are you alright?" Windcharger asked Tracks, as he helped up his fellow Autobot.

Tracks muttered a bit. "I wish you were more careful, my frame could've been damaged!"

Windcharger gave a chuckle, but then screamed out as he fell forward. Tracks looked confused, but then also screamed as the container launched at the two exploded; they were consumed by the Cosmic Rust.

Megatron let out a bellowing laugh. "I'm very satisfied with what damages we've done today!" He proclaimed proudly. "Decepticons, retreat!" With that, he disarmed his fusion cannon, turned about, and flew off into the distance.

Ultra Magnus, however, ran after him. "Get back here you coward!" He screamed as he fired off a few rounds at the fleeing Decepticon leader.

Starscream groaned inwardly as Grimlock began to pummel him, but howled outwardly. Megatron decides to leave now?! Right when this brute starts handing his skidplate to him? A few moments before would've been nice…

"Watch the nose!" Starscream snapped as he stumbled back from Grimlock's last punch.

"Ooooh. Me sorry." Grimlock replied in a sarcastic tone. He roughly grabbed the seeker's chest plate, and made sure to crack one right into the middle of Starscream's face.

Starscream went flying into the ground, and left a light trail of sparks as he skidded along the ground. But even before he came to a stop, the seeker flipped around, and stumbled to his feet; he then took off after his leader. Grimlock gave a 'Hmph!' as he lowered his fists.

Motormaster looked to the three Stunticons behind him… Wait… Dragstrip, Breakdown, Wildrider… Where's Dead End? He looked over to where the Stunticon last went, and he saw a maroon leg sticking out from some rubble.

"Stunticons!" He ordered. "Gather Dead End, and report back to the base at once." With that, Motormaster reverted into his black and silver semi alternate mode, and sped off. The other four either snarled, growled, or did both, at their leader, but obeyed as they went to pick up what was left of Dead End.

Ultra Magnus walked back towards the remains of the battle; many Autobots were down… Only he, Jazz, and Grimlock were left standing… He kneeled down by his commander, Optimus Prime, and examined him. Prime's optics were completely off, and the rust had seemed to stop growing… For now… He looked as good as dead…

Magnus stood up, and raised his forearm chest level. "Perceptor!" He said urgently.

"Ultra Magnus?" Perceptor replied through the comlink. "What happened to the ceremony-" Magnus cut him off.

"That can wait." He said. "Prime, Bluestreak, and almost everyone here is down! The Decepticons attacked, and hit them with this weird, rust stuff. I'm bringing them all back to the Ark. I want you, First Aid, and Wheeljack to be ready when we get there!"

Earth, United States, The Ark. Some time later…

"Well?" Ultra Magnus asked. They – Ultra Magnus, Grimlock, Perceptor, and Gary Chalk, a representative of the EDC - were in the Medical Bay towards the back of the ship. All of the Autobots who were infected with the Cosmic Rust were in stasis tubes, a form of life support, going around the somewhat large room. They were all standing by Optimus Prime's stasis tube.

"Not good." Perceptor replied as he finished looking over some data. He sighed, as he pointed to a nearby consol, which was giving a visual of just what was going on. "The Cosmic Rust is slowly deteriorating their bodies. It's a form of acidic vapor, combined with carbon monoxide, and chemicals I've yet to encounter."

"What does it do?" Ultra Magnus asked.

"What it does," Perceptor began. "Is weaken whatever metal it makes contact with. Depending on the type of balance in chemicals and minerals in the metal varies how long the Cosmic Rust takes effect."

"So what does this mean for Optimus…?" Magnus asked, as he peered to the Autobot commander in his stasis tube.

Perceptor seemed hesitant to bring about this answer. There really was no light way to put this. "…He's dying."

Ultra Magnus' optics went wide. Maybe he heard wrong… "What?"

"They all are." Perceptor said grimly. "And as far as I know, there is no cure for the Cosmic Rust."

"So what are we supposed to do?" Magnus said more than asked. "Just sit here and watch them die?"

"The only way we could save them would be to transfer their Sparks to another body. But we do not have any offhand..."

Mr. Chalk made himself known. "What if some were built?" He asked.

Ultra Magnus looked down to the human. "That involves money and time, both of which we don't have."

"Well…" Chalk thought for a moment. "The EDC could fund for your expenses. And if we had a team of humans and Autobots working on one of these guys each," He motioned to each Autobot in a stasis tube. "The construction time would be cut in half!"

Ultra Magnus kept looking at Gary Chalk, before cracking a smile. He then looked to Perceptor. "How long will they last?" He asked.

"Well, they're on life-support… And judging by the rate of the Cosmic Rust, I say two weeks. Maybe three."

"Then let's do this!" Magnus said as he looked down to Mr. Chalk. "Head out to the EDC, and get as many volunteers as you can, we'll need as many people as we can."

The next day…

"Alright everyone!" Ultra Magnus said, gathering the attention of all the Autobots in the room. "The teams of humans are arriving very shortly. So when they do, I want you all to help them out however you can."

"Hold up!" Grimlock said, stepping forward. "Who died and make you Prime?"

"No one did. I just-"

"Bah! Me Grimlock lieutenant commander! Rank higher than you!" He walked over to Ultra Magnus. "So until Prime repaired, me run the show. Understand?"

"I think," Magnus replied. "That-" He was once again cut off, as Grimlock transformed, and clamped his hand around the blue and red mech's neck.

"There two ways, Magnus." Grimlock said. "Easy way, or hard way. Which it be?"

Ultra Magnus gagged a bit, before responding. "Easy way." He replied; Grimlock let go.

"Good." He said. The Dinobot leader then stalked off.

"Hey!" Brawn called. "Where are you going?"

"Me going to Strategy Room. Plan counter attack against Decepticons. Any who want to help, know where to find me."

Ultra Magnus sighed, but then looked up as Bumblebee came into the room.

"They're here." The bug replied.

"Good. Let them in." Magnus replied.

A few moments later, several dozen humans, all in jumpsuits, came into the room.

Jazz looked them over; one group had blue jumpsuits, with the Subaru logo on their chests and backs. Another had red suits with the Dodge icon in the same places. The next group had green jumpsuits, with the Jeep symbol on their backs. The last group had on silver suits, with the Chevrolet sign on their chests. The Autobot sighed.

"So our future is in the hands of car companies…"

Author's Note: Hope you guys are enjoying my fic! I wish you all Happy Holidays and a happy New Year!