Ben 10 True Omniverse Season 4

by Power Master

ARC 4: Cyberverse Adventure - After discovering that she's actually a Cybertronian, Julie and her team embarked on the quest to seek out the lost robotic civilization for answer behind her origins. However, they soon find themselves caught in the war between three factions - Autobots, Decepticons and Quintessa's. Which faction Team Ben should allied and join?

4. EP4: Old Wounds

Author's Notes:

I noticed that some of you have clearly not pay attention to anything. The previous Episode 3: Practice Makes Perfect is literally focused on Julie's training and Ben 10's learning on how to use his TransMechanoid, and also understand their strength and weakness as well, and it's not gonna be like Omnitrix malfunction and trapped Ben in one alien form. He will use other aliens to fight the Decepticons and Quintessons, I assure you all.

---

Episode 4: Old Wounds

Three days after saving Colonel Rozum's Air Force Command Base; the Plumbers have formed the alliance with Autobots now. Max, Tetrax and Rook are returning to the Plumber Headquarter. They also brought Optimus Prime, Ironhide and Bluestreak since the Elite Guard's Lieutenant is representing the Autobots and also new recruit to their new base. Gwen and Kevin are returning to Friedkin University since they have been away for too long. Bumblebee, Jazz, Colonel Lennox, Jack and small team were send out to find and secure another Energon Mine for the Secret Sanctuary.

Ben and Julie continued their training for controlling and using their powers against both Decepticons and Quintessons. Arcee, Sideswipe, Bulkhead and Sari were helping them out with their training. Ratchet, Perceptor and the group of scientists were researching and analyzing on Julie's Pretender Model.

Inside Perceptor's personal laboratory, he and his partner Ratchet were studying and analyzing Julie's Pretender Model, along with the help of Mika and Raf. And at the same time, they were trying to decode the Quintesson's encryption code. They're also tried to access the information behind Pretender's programs. It has proven to be difficult and frustration to them due to none of them have the knowledge of their language.

"Stubborn little programs, aren't they?" Perceptor commented dryly.

Ratchet sighed, "Yes, indeed they are. But we're not gonna give up that easily."

"Agreed. If we can bypass the firewall, then we might able to access the information we need to deactivate whatever program inserted Julie's mind," Perceptor said firmly and calmly, "And she wouldn't need to worry about her being reprogrammed."

Ratchet smirked, "That's the idea."

As Raf and Mika were typing keyboard buttons, the monitor screen revealed 'Access Denied' and 'Data Corrupted'.

Raf groaned in frustration, "Why is it so hard to handle this?"

"Calm down, Raf. It'll take some time. Just be patient," Mika said calmly while looking at computer screen, "Not all genius like me and Professor Sumdac can break the code so easily."

Raf sighed while nodded, "Sorry. I was trying to help. Plus, after what Quintessa has said, I don't want Julie to be reprogrammed and attacked her own friends."

"It's understandable, Raf. Don't worry. We'll break the code," Mika said determinedly while typing keyboards firmly. She noticed something surprise on her computer screen, revealing 'accessing' with the bar chart increasing its end. She gasped, "I think I've got it!"

And just before the bar could reach its end, the screen went blank while surging electrically and corrupting both her laptop and the rest of computers, much of everyone especially Mika's shock and dismay.

"Well, you almost did," Raf commented awkwardly.

Mika groaned a bit, "I really hate that witch."

"No matter how many times we've tried, we're no closer to break the code and getting the information," Perceptor said in concern as he pulled the desktop out while removing the wires and plugs. He began checking and repairing it. He sighed, "Clearly Quintessa doesn't want anyone hack and access Julie's programs. I do not know how many failsafe programs she has implanted in her."

Ratchet sighed, "Hard to tell. Quintessa has always been one to three steps ahead of us."

"So, what's next?" Raf asked in concern.

Mika sighed, "Well, the computers need some serious maintenance. And also, we need to do something about the failsafe and firewall programs."

"Yes. If we can somehow locate those programs first," Perceptor said in concern while checking on the damaged chipset.

Ratchet hummed thoughtfully, "I think I know someone who can help us with this problem."

---

At Yoketron Dojo, Arcee and Sari continued overseeing and training Julie. As Optimus Prime's right-hand girl demonstrated her new moves at the Training Dummies, Julie and Sari sparred with each other firmly and swiftly, mimicking her moves. Ship barked and cheered happily for her master's sparring. Moonracer was recording the sparring and also analyzing the Cybertronian Hybrid's power and ability scale carefully.

As Sari and Julie were sparring with each other, the former firmly and calmly blocked and deflected the latter's punches for nine times. At the tenth, she dodged down before kicked and tripped her to fall down. Just as she approached towards her target, Julie quickly kicked Sari off before getting up. She continued landed some punches on her before struck her kick on her guts. Just before Cybertronian Hybrid could land another punch, the agent quickly blocked and withstand the attack for the moment before letting it pass and then elbowed her off. Just as she recovered, Julie wiped the blood off before dash and rammed Sari, who firmly and strongly withstand the attack. She then kicked her knee on her friend's gut but the latter grabbed and slammed the former on her on the back. They both got up before resumed firmly and swiftly punching and kicking at each other for few times. After they rammed each other for the moment, they quickly backed off, readying their fists. They both charged and slammed on each other's faces. For the moment later, they grunted a bit before falling on their back hard.

"Okay, that's enough." Arcee commanded firmly and calmly. Sari and Julie have stopped their training. They panted tiredly and exhaustedly while sitting down and resting on the ground. She turned and looked at Moonracer, "Well?"

"Her fighting skills and powers have grown significantly well. And so far, she hasn't lost control yet. No sign of side effects on her body too," Moonracer reported calmly while patted Ship's back.

Julie sighed in relief, "That's a relief. I also don't feel anything different, though I felt a bit stronger, faster and swifter in my martial arts too."

Arcee smiled warmly, "Good to hear, kid. Keep on improving that skills, then we'll proceed with 'Processor over Matter' ability."

"Wow. That's new," Sari commented in surprise.

"What is that?" Julie asked.

"It is an advanced Cyber-Ninja Technique that allow Ninjabot to manipulate the surroundings using a supreme state of mental concentration," Arcee explained calmly, "And possibly that could help you prevent being controlled by Quintessa."

"Will it work?" Julie asked hopefully.

Arcee sighed, "Not sure. I've never done it before."

"Better than nothing, I supposed," Sari commented while crossed her arms, "I want to try too."

"Sorry, kiddo. That's for Cybertronian only. So, I can train Julie to do it," Arcee commented, making Sari disappointed and annoyed while Julie giggled a bit.

"Still, what does Quintessa mean 'she will evolve into what she's meant to be'?" Moonracer asked.

Julie and Sari were worried, Arcee sighed, "That's what worried me. This could either start the infestation or destruction on this planet or Cybertronians. I can only hope that my Circuit-Su and Processor-Over-Matter ability help Julie to overcome whatever program been installed in her mind."

"Processor-Over-Matter is the very difficult to train and master. It required patient, calmness, confidence, determination and peace to perfect that ability."

"Yeah. I know that. I tried but couldn't complete it. Yoketron and Prowl are the only bots to master that skills. I wish they were here."

"I'm sure you can do it and help her out," Moonracer said confidently while patted her friend's back.

Arcee smiled warmly, "Thanks kiddo."

"So, what's next?" Julie asked.

Sari smirked teasingly, "Check on your boyfriend's progress. Hopefully, his aliens are strong enough to take down some Cons."

Julie smiled confidently, "I'm sure he can. He takes down much bigger threats than just Cons and Quintessons. TransMechanoid isn't the only alien he has."

Moonracer nodded in agreement and explained, "True. We, Cybertronians aren't invincible. We have struggles and weakness against any alien species like fire, ice, magnetize and so one. He just has to play it right to fight them."

Arcee nodded, "True. If he can focus on the battlefield and not fooling around."

"No need to worry, guys. He can handle," Julie said firmly while patted Ship's back, "Ben 10 never gives up the fight and win, no matter what."

Arcee sighed, "Hope you're right, kid. Hope you're right."

---

At the Training Grounds, Ben was training and using some aliens to fight off the Training Dummies, just in case if TransMechanoid is unavailable to use and fight. Bulkhead and Sideswipe were supervising him about Cybertronians' strength and weakness. Miko was using her phone to record the whole thing while watching the event.

Ben was using Heatblast to fire and unleash his Fireball Attacks and Flamethrower at three to five Vehicon Troopers. He then transformed into Big Chill as he phased through some of Baliffs' chests, where he unleashed his Ice Beam to freeze them up. Using Armodrillo, he used his Drillers to drill and destroyed most of the enemies. He then turned into Feedback to unleash powerful electrical prowess and energy blasts on them. He then transformed into Gravattack as he levitated most of them before slammed and crushed them to pieces. He then used his Diamondhead to slam his fist to the ground, summoning and slamming his rising shards to pierce through training dummies' chests, and even deflect the blasts and beam back at them as well. Ben transformed into Lodestar to magnetize and trapped them together firmly. He even turned into Eatle as he ate so much of metals and concretes before blasting his Energy Beam at them.

"Oh yeah! I still got it!" Eatle commented firmly.

"Not bad, kid. Not bad," Sideswipe commented as Sideswipe and Bulkhead approached to Eatle, who just transformed back to Ben. He commented, "Thought it would be better if you just use TransMechanoid to fight."

"I would be. But I can't just depend on one alien, otherwise, my Omnitrix would break and I can't use the aliens again," Ben explained calmly, "Plus, I wouldn't want to get on Azmuth's bad side. He'd be pissed off."

"Tell me about it. When Azmuth about studying our CNA from Primus, Ratchet blew the pipes and start the argument with him. He shouted back." Sideswipe agreed playfully and calmly. He sighed in relief, "Good thing that OP step in and smooth things before it gets worst."

"Yeah, no kidding," Miko agreed, "Man. Never thought that Doc can be sensitive when it comes to 'Primus'."

"Well, Primus is both our God and Creator. He sees the name being used by someone as an insult to Cybertronian God. But for me, I'm cool with it." Bulkhead agreed. He turned and looked at Ben as he asked in concern, "Seriously, Ben. Would it better if you turn into something that doesn't eat metals? It's making me uncomfortable."

"Why? Scared?" Ben teased.

Miko gave the glare at Ben, "Hey! I maybe your biggest fan, but doesn't mean you have the right to make fun of Bulky being scared. He hasn't got over the Scraplets for almost eating him, Bee and Doc alive."

"Scraplets? Are they some kind of predators?" Ben asked in concern.

"Yeah. The most dangerous and deadliest infesting predators Cybertronians have ever face," Bulkhead explained with shiver of fear, "I'm telling you one thing. Those little guys are not to be mess with."

"Seriously? Little Guys?" Ben asked in disbelief.

"Better believe it. I saw them with my own eyes," Miko said in deadpan and creepy tone as she clapped her hands, making the chamber gone dark. Using her flashlights flashing on her scary and creepy looks, she answered creepily and fearfully, "They come in group. They pick you apart from inside out, going for the small juicy bits first. Fuse by fuse. Circuit by circuit. Till there's nothing left… Not even your optic…"

Hearing the story, Ben quivered in fear and worry. Both Bulkhead and Sideswipe also shivered in fear while hugging each other, being reminded about Scraplets.

"I take that back. That is worst!" Ben said in shock.

"Trust me. If you see one, don't mess with them. Do not use the TransMechanoid to fight them. You'd be dead for a minuter." Bulkhead warned firmly.

"Okay. Enough with the Scraplets. Let's focus on next training," Sideswipe said firmly, not wanting to hear the topic. He clapped his hands, turning the lights on. He armed with his Twin Long Swords, "Ready for the next fight? Would like to see your Wind Elemental Power?"

Ben smirked as he transformed into his TransMechanoid. He is armed with his Twintwist Blades, "Bring it on!"

Both Sideswipe and TransMechanoid charged before swiftly and determinedly swinging and striking their blades against each other for couple of rounds. Due to him being expert and master at sword-fighting and speed, Sideswipe gained the upper-hand and pushing the rookie back. TransMechanoid struggled to fight back as he only blocked and deflected the attacks while unable to produce his Wind Elemental Attacks.

TransMechanoid tried to swing and struck down his sword at Sideswipe, who skidded and rolled away from him before kicked his back and then crossed his blades in x-mark. As the Cybertronian Hero turned back to attack him, the Cybertronian Swordsman blocked and deflected the attacks before kicked him off. He tried to swung his blade at him, but missed due to him jumped and hovered over him while swinging his blades on heads and limbs for ten times. As soon as Sideswipe landed, TransMechanoid charged and rammed at him before swung and struck his Twinttwist Blades to block him. He was about to strike again but the swordsman master was quickly to turn and block the attacks. Both of them continued swinging and slamming their blades against each other.

Bulkhead and Miko continued watching their training while cheering them to win. Julie, Sari Arcee and Moonracer arrived and entered the scene. Both sides greeted each other.

"So, how's his training? Going well?" Arcee asked curiously.

Bulkhead nodded, "Yeah. His other aliens got some firepower to take down some Cons. But I'm not a fan to some aliens that enjoyed munching and eating metals. Reminds me too much of Scraplets. So, how's hers?"

"Going smooth too. No side effects on her, so far," Arcee answered calmly. She gave her concern looks, "But that doesn't mean I'm not worried of what Quintessa's planning to do with Julie especially of what she has said about kiddo."

Bulkhead scoffed, "She's bluffing. There is no way Julie can be turned into a puppet or final piece to her 'master plan'. It's miles away Quintessa's place. If she shows up at our doorstep, then we blast her to bits."

"Don't be too sure, Bulkhead." Arcee said in uncertainty while crossed her arms, "Quintessa is always one to three steps ahead of us to accomplish her master plan. I know it well. She manipulated me and influenced me to give in, and become her pawn twice."

Bulkhead shivered in fear, "Yeah. I remember that part. It gives me a nightmare. But come on, Cee, we've been through the worse. Whatever she throws at, we'll stop her for good. Just like last time."

"I hope you're right, Bulkhead. I hope you're right…" Arcee said in concern. She then looked at TransMechanoid struggled fighting Sideswipe, who was jumping and hopping while swinging his sword and kicks at him. She hummed curiously, "Jet Judo Training?"

"Yup. Sideswipe thinks that training is good for Ben to learn and use his Wind Elemental skills. And so far, he hasn't able to use it."

"Yeah. I noticed that. It might take some time for him to practice and use that power again. In fact, he should be lucky to be alive, thanks to Optimus and his Wind Powers. Nobody survived Megatron's wrath."

"I'm with you, Arcee. He'd better learn to use that powers soon or else he'll be scrapped."

Julie smiled confidently, "Don't worry, guys. Ben can figure that power out."

"You seem to have confident in him much," Arcee commented in surprise.

"I've seen this a lot of times. When he gets some new alien heroes; he learned, trained and adapted them to fight and win. That's how he does." Julie answered calmly, "Plus, I'm his girlfriend, supporting and believing in him."

Moonracer sighed warmly, "That is so romantic thing I ever heard. It kinda reminds me and Bee."

Miko hissed uneasily, "TMI. Seriously, what's up with romance?"

Nudging Miko's shoulder for being rude, Sari smirked slyly, "Hopefully, he doesn't push the Lugnut on you."

"Excuse me?" Julie asked in confusion.

"It's an expression about a dumb and lousy Con, who's good at pushing everybody's wrong buttons and almost get killed," Bulkhead explained.

"Was he offended?" Julie asked curiously.

"Well, not really," Sari answered awkwardly. Julie looked at her curiously. She continued, "because he was dead."

Julie looked surprise. Arcee answered calmly, "You don't want to know how."

Miko scoffed, "I'd never like Lugnut. From what Bulkhead has said, that guy is very nutjob and annoying Decepticon. Never understand why King Con kept him as bodyguard. But hey, they're the bad guys. Who gives the scrap about the Cons?"

Arcee sighed while shaking her head in disagreement, "If only you knew about them."

TransMechanoid yelled out loud as he charged straight at Sideswipe, who remained calm and firm while armed with his twin blades. At the moment he came close to his target, he tried to swing his Twintwist Blades at him but Cybertronian Swordsman dodged down. He then tripped him down before giving a powerful uppercut of his blade at him up. Sideswipe jumped up as he swiftly and quickly swung his blades at him for few times. He then slammed his kick on him to the ground.

As soon as Sideswipe landed on the ground, TransMechanoid groaned and moaned painfully before transformed back to Ben. Everyone hissed and cringed at the sight.

"That's gonna left the mark," Sari commented.

Moonracer nodded in agreement, "Looks like it doesn't go well for him."

"No pain, no gain as they said," Julie joked, making Ship giggled a bit.

"Man. That was rough," Ben grumbled painfully. He turned and glared at Sideswipe, "You could have go easy on me, you know?"

Sideswipe smiled, "Then, it wouldn't be any fun. Plus, we're helping you try to use that power again. I mean, you've used Wind Power, right?"

"Yeah. Terraspin's the only alien that can use wind power. Not sure if they're more. But I know how to use power, just not sure how to activate Cybertronian's powers."

"I'm sure it'll come around. It takes some time."

"Yeah. One more thing I need to ask – why call 'Jet Judo'? Shouldn't that be involving of flying Cybertronians to do martial arts?"

"Not necessary. It depends on how good and skill Cybertronians are at jumping, hovering and fighting in air and space especially when it comes to handling and dealing with flying Cybertronians and their alternate modes as well. So, this training fits for you and your Wind Elemental."

Ben was stunned and surprised, "Wow. That's gotta be the coolest thing I ever heard of."

"It is. Can't wait to see you do Jet Judo with your Wind Power," Sideswipe agreed calmly.

Ben sighed, "Hopefully, I can access that power first."

"I'm sure you can, Ben," Julie commented as she approached to Ben. She gave him a gentle kiss on his lip, making him relived and happy. She smiled warmly, "Thought you could use it."

Ben smiled, "Thanks, Julie."

BEEP! Two Autobots heard the beeping noise from their com-links. They responded to the call, finding out who and what they want with them now.

"Arcee. Bulkhead. I need you two at the Groundbridge Docking Bay now. We have the mission," Ratchet's voice said firmly and seriously, "And also, bring Julie and Ben as well."

"So, what's the mission, Ratchet?" Bulkhead asked curiously.

Ratchet's voice answered, "We're meeting someone, and also hoping to recruit him, even though he and his group no longer wanted to be part of it."

"Wait. You're talking about him?" Arcee asked curiously yet concerned, knowing whom Ratchet was referring to.

Ratchet's voice confirmed, "Yes. I hope he can help us out with our problems. Now meet me there."

"Understood," Arcee and Bulkhead responded firmly.

Everyone looked at them curiously. Arcee answered, "Head to Groundbridge Dock now. Ratchet and his team are waiting for us. We've got mission."

Everyone nodded firmly and understandingly. They all headed off to the Groundbridge Deck, meeting up with Ratchet.

---

Above the Earth's atmosphere, the Nemesis continued flying and travelling over the planet. Starscream and Soundwave were working on the communication control panel, listening and gathering the reports from both Vehicon Troopers and Miners, and also other Decepticon Officers for their activities. Skywarp was snoring and sleeping while lying against the chair.

The automatic door was opened as Megatron, Knockout and Blackout have arrived and entered the command bridge. The Decepticons stopped their activities while paying their respects to their lord, though Skywarp was snoring. This prompted Starscream to kick the chair, waking him up. He was about to punch his comrade but found the Lord of Decepticons stood before him. He yelped before bowed and greeted his master.

"Welcome home, Lord Megatron." Starscream greeted in grovel and nervous tone to his master. He turned and glared at Blackout, "I see your hound has finally return. Took you very long time to find your brigade."

Blackout scoffed, "I would have returned in time if not for that idiotic Overload."

"Hey. Come on, Big Hound. Don't be mean to Loader. Sure he's rude, but he's one of the best Constructicons we ever had before got killed on the Great Battle." Skywarp said firmly yet defensive.

"Not the Constructicon, idiot. I was talking about dramatic actor," Blackout answered dryly.

Skywarp was shocked and disbelieved as he said, "Oh. That idiot. Right, my bad. Never like that guy."

"Never understood why you even recruit him, Lord Megatron," Knockout added in concern. He scoffed, "He's the worst actor I ever seen. Too dramatic. Too obnoxious. Too ridiculous. I can't stand with this guy. I almost wanted to ask Breakdown to knock him out."

Megatron scoffed, "Distraction for Blackout and his team to complete his true mission. Am I right, Blackout?"

Blackout sighed, "As much he gave me the headache, Overload gets the job done to do his part, regardless."

"Enough of that, Starscream and Soundwave, do you have to report?" Megatron demanded firmly.

Starscream cleared his throat, "Apologies, my master. As for the reports, we have Barricade and his Squadron X have been deployed to specific locations as you have requested. Rest assure, my lord, they have obtained their own forms."

Soundwave's monitor screen revealed Squadron X's Pretender Models – Barricade's American-African Police Officer and Bludgeon's Revonnahgander Warrior at Bellwood Town, Nightbeat's a female kunoichi at Mount Rushmore, Dead End's a cool Methanosian gangster thug at New York City and Spinister's a military private among SECT.

Megatron smirked in pleasant tone, "Excellent work, Starscream and Soundwave. With their disguises, they can infiltrate the enemy base to complete the mission I have given."

"Master, I do not mean to question your wisdom. Would it better to send them to Pentagon? Surely the so-called military headquarter possessed vast information and knowledge including the location of Secret Sanctuary we can acquire."

"Perhaps. But I know Optimus Prime well. He would never entrust such classified and sensitive information to them that could put both human and Cybertronian lives at risks. And of course, it would be waste of time and resources."

"I see. But I do not understand why you would send Barricade's team at these random locations," Starscream asked in concern and curious.

"Simple, Starscream. These locations are related and important landmarks to Ben 10 and his allies," Megatron explained calmly, surprising Starscream and most of Decepticons. Soundwave revealed the information about Ben 10 and the Plumbers, his adventures from his youth till now, his relationships, his background and more. He smirked, "Unlike the human military, the Plumbers have some use to me, especially when Squadron X can get close to Pretender Class J579."

Starscream gave some curious thoughts before a sly smirk, "I see. Asking her to join the Decepticon Cause, no doubt?"

"Do not be foolish, Starscream!" Megatron shouted angrily, scaring his Second-in-Command. He continued, "Despite her being Quintessa's Creation and Cybertronian, she has sided with humanity for a long time and been in spark-relationship with a mere human as well. She will not easily betray them and join us."

"So, what do you plan to do with her?" Knockout asked curiously.

"Simple. We help her. Enlighten her. Educate her. Train her as well." Megatron answered calmly and amusingly, shocking the Decepticons. They were about to protested to him. He continued, "And at the same time, we will show her what it means to be Cybertronian. We also tell of what we Decepticons do since the War for Cyebrtron. We must also protect her from deception and being harmed by her own relationships. We also need to make her understand that humans will never accept her, no matter how good her deed is."

"So, in other words…" Blackout asked in shock and disbelief.

"Once she knows and understands the situation and our true intention, then she will become the Decepticon," Megatron answered calmly and amusingly, "She shall be our instrument for bringing victory to the Decepticons, not to Quintessa, not to Autobots and even to the Plumbers."

Most of the Decepticons especially Starscream were pleased and sadistically satisfied with their master's plans, though Blackout disgusted and dissatisfied about bringing a hybrid to their cause. Knockout and Skywarp were a bit skeptical of the idea on tricking Julie, despite them being a Decepticon.

"Still, Lord Megatron, they have to find the Plumber's Headquarter. If they do, they would need to earn their trusts first," Blackout pointed out, despite his disgust about Pretender.

"Do not worry, Blackout. I trust Barricade enough to handle and complete his infiltration mission, no matter what," Megatron said calmly.

---

After meeting up with Ratchet, the team has been deployed and teleported to a small Island. It consisted of Ben, Julie, Ship, Sari, Ratchet, Arcee, Sideswipe, Bulkhead, Moonracer, and surprisingly Miko and Raf also followed them as well.

"Wow. never expect you guys bringing us along. I mean, not that I'm complaining," Miko commented in surprise.

Raf nodded, "Yeah. Who's exactly are we meeting with? Is he another Autobot?"

"No. He's not an Autobot. He's just neutral and wants nothing to do with the war," Ratchet answered calmly and firmly, surprising Miko and Raf. He continued, "Let's just say that after there's some dispute between him and his former colleagues. This made him leave, bringing some supports with him."

"If he's telling the truth," Sideswipe said suspiciously.

Bulkhead nodded, "I'm on the same page as you, Sideswipe."

"Wow. Someone never liked to fight?" Miko asked in surprise, "That's the first."

"Not all Cybertronian wanted to start or even be part of the war," Ratchet explained firmly and calmly. He sighed, "I am certain that you recalled about our history for the War for Cybertron began during your history studies."

"Yeah. I remember that well, Ratchet." Raf said in understanding, "Both Autobots and Decepticons did have same cause for bringing down the Caste System and make equality for all. But because of their ideals and philosophies were different, they can't seem work it out."

"Yeah. No thanks to buckethead," Miko grumbled while crossed her arms.

"Really?" Ben asked in surprise.

"Yeah. It's true," Julie agreed. She then raised eyebrow at Ben, "Seriously, didn't you read Cybertronian History?"

Ben shrugged a bit, "History is not my strongest subject."

"Anyway, we should get going. His ship is not far from here," Ratchet said calmly while looking at his scanner, "If we can get his cooperation, then our studies on Pretender can go smoothly."

"How far is that?" Arcee asked.

"Five miles ahead to the west. We should able to see his ship," Ratchet said firmly and calmly.

"What are we waiting for? Let's get going!" Miko exclaimed impatiently.

With everyone in agreement, the Autobots transformed into their vehicular modes. Ben and Julie boarded into Sideswipe's car. Raf climbed into Ratchet's ambulance mode. Miko got inside Bulkhead's hummer. Sari rode on Moonracer's motorcycle. They're all rolled out at once. Unknown to them, they were being followed by a dark purple colored jet.

Five miles have passed, Ratchet and his team have reached and arrived at their destination. The humans exited out of their transports. The vehicles transformed into their robot modes. To the humans' surprise, they're looking at the old and damaged Decepticon Light Cruiser on the ground.

"Decepticon Warship?" Miko asked in disbelief, "So, you're saying the guy we're meeting is a Decepticon?"

"Yup," Bulkhead confirmed reluctantly and uneasily.

"I don't mean to point the obvious. Are you sure this is a good idea?" Miko asked in concern.

Raf hissed in concern, "Miko's right. How can we be sure that he can be trusted? What if he's still working with the Decepticons in secret?"

"No. He's not." Ratchet answered calmly and firmly. The humans looked at him. He explained, "After they deserted and abandoned the Decepticon Cause, they came to us. In exchange for their protection, they provide the knowledge behind their technology and cooperation with us and United Kingdom. And of course, He and his associates are in probation for 5 years. They've been watched closely."

Raf hummed in concern and reluctance, "I'm not sure…"

"Raf, I promised you that he and his squadron aren't working for the Decepticons anymore," Moonracer reassure Raf while gently patted his hair, "And if he still is, I won't let him harm you when I'm still around. I promised Bumblebee that I'll look after you. You can count on me."

Though just met briefly, Raf couldn't help but feel safe and secure with Moonracer at once. It's like Bumblebee's standing beside him. He nodded a bit, making Moonracer smiled warmly and gently at him.

"So, you think he's willing to help us?" Ben asked suspiciously yet uncertain.

"I hope he can. I mean he and his guys aren't the Cons anymore," Sari said hopefully, "He's not very bad. Sort of…"

Sideswipe shrugged, "Beats me. But if you ask for my opinion, I wouldn't count on him. He and his buddies have done terrible things from millions of years and even 5 years ago."

Arcee nodded, "That's something we can agree on, Sideswipe."

"Even so, he has proven himself for stopping the Decepticon Assault on small town and assist us to fight off Highbreed Invasion as well," Ratchet explained. Ben and Julie were surprised by him mentioning 'Highbreed'. He continued, "Yes, we have fought them since the Decepticon Activity went silent for three years."

"That's something…" Julie commented, "So, we're going to check on him?"

"Yes, we are." Ratchet confirmed firmly. Touching his com-link, Ratchet called, "Lieutenant, it's Ratchet. We have arrived. Can you bring him out?"

As Ratchet and his team were still waiting, the Decepticon Warship's entrance door has automatically opened. It revealed the masked SWAT-like lieutenant and couple of his N.E.S.T. Soldiers. The hardened yet humble and calm Thundercracker, scarred but grumpy Thrust and also deranged yet hippy Acid Storm emerged out as well.

Ratchet sighed angrily, "I thought I say I needed to see him, not three of them!"

The masked lieutenant sighed, "Tell that to these two. They still got trust issues with us."

"What a shock," Arcee remarked sarcastically, "We felt the same as well."

Bulkhead nodded firmly while crossed his arms, "No kidding."

"Ratchet…" Thundercracker greeted dryly yet grimly while crossed his arms, "Been a while. Haven't seen you for three years."

Ratchet nodded, "Same here. Hopefully that you and your neutrals are behaving well under UK's supervision, not causing problems after what we've done for you all."

"No problems at all," Thundercracker answered calmly, "Wasn't easy for any of us, but we've managed it. We appreciate it very much for keeping us hidden from Megatron and Starscream."

"So, who are they?" Ben asked curiously.

Miko nodded, "Yeah. So, who's Starscream Twin Brother and other guys?"

"Starscream's and Skywarp's brother – Thundercracker, formerly scientist and member of Seeker Armada," Moonracer explained firmly and calmly. She nervously looked at angry Thrust and Acid Storm. She continued, "Acid Storm was a member of Rainmaker Squadron. Thrust was a Camien Seeker and a mighty warrior. I've fought and beaten him."

Thrust growled, "Don't think I would forget and forgive you for what happen five years ago, Moonracer."

Moonracer sighed in annoyance, "You still hold the grudge against me?"

"Of course, I am," Thrust snapped angrily at Moonracer, but held back due to Sideswipe and Arcee pointed their blades at his neck. N.E.S.T. Soldiers aimed their blasters at him. Thrust wanted to attack but was held back by Thundercracker. He scoffed angrily, "You should count yourself lucky that I'm doing this for Thundercracker. I'm here to keep him safe. And I'm watching you all."

Acid Storm laughed madly, "He's got that right. You'd be best prepared for the worst like my raining acid!"

"Wow. Tough crowd," Ben commented, making Miko and Raf hissed in fear.

"Even they have turned back on the Decepticon Cause, they still don't like Autobots," Julie asked in concern, making Ben and the kids shrugged.

Sari sighed while shaking her head, "You have no idea."

"What do you want, Ratchet?" Thundercracker asked dryly and firmly.

"We need your help," Ratchet said firmly and calmly while showing his hard drive, "We hope you can crack this code."

Thundercracker hummed calmly yet curiously, "Interesting…"

Unknown the Autobots and their allies, a familiar purple jet transformed into a familiar female Seeker is hiding on top of small hill. She took out her technological binocular to spy on them.

Slipstream smirked, "I have finally found you, traitor. Time to see what you're up to now."

---

Inside the Quintesson Fortress, Quintessa was looking through her monitor screen as she was checking and modifying her 'master plan'. Her Quintesson Scientists were working and modifying other projects and arsenals. One of them noticed something on his computer. He approached to his mistress as he made report.

"I see. Leave me." Quintessa said calmly. Quintesson Scientist nodded before returned to his work. Summoning the holographic screen, she called out, "Lockdown."

As being called, Lockdown appeared in the screen, "Yes, mistress?"

"I have a special mission for you," Quintessa answered calmly while pressing some buttons. She even showed a pink-purple colored butterfly necklace-like. She continued, "I'm sending you the coordinates for a little delivery to my little girl. I want you assist my little creation to survive every upcoming battle with the enemies until the time is right."

Lockdown smirked, "Understood. But I doubt the Autobots would allow me to assist them and protect her."

"I am certain that you have your ways to deal with it." Quintessa said calmly and amusingly, "And of course, you can kill Ben Tennyson and take his Omnitrix as your reward when you have the chance. His death will give and drive J579 to reach her true potential."

Pleased by Quintessa's order, Lockdown smirked darkly, "As you wish, mistress."

---

Thundercracker, Thrust and Acid Storm led and guided Ratchet's Team and N.E.S.T. Soldiers inside the Decepticon Warship. While walking across the hallway, Miko and Raf noticed something different about the ship.

Unlike the Nemesis; Thundercracker's Warship has calm, gentle and friendlier atmosphere, and its lighting is much brighter as well. Most of the weapons and arsenals are badly damaged, though some are functional. The Vehicon Troopers are now in brighter blue colors and have removed the Decepticon Insignia. To the humans' surprise and shock; the soldiers were playing some video games and sport activities, studying and learning from humans' educations, watching the shows, polishing and cleaning up the ship, fixing the ship's problems and so on.

"That's something you don't see every day," Ben said in shock and surprise.

"Wow. I didn't know the Vehicon Troopers are friendly and nice guys," Miko commented in surprise.

"And not to mention, they're doing some other activities than just patrolling and guarding," Julie added in.

Raf nodded in agreement, "Yeah. I thought the Vehicon Troopers are drones."

"They maybe drones, but they're still sentient beings. They're not smart and strong as any of us. They just need some tweaks to make them nice." Thundercracker answered calmly and firmly. He turned and looked at his Vehicon Troopers. He waved to them, "No offense, guys."

"None taken," Vehicon Troopers answered humbly.

"Wow. You're even nicer to them too," Bulkhead commented amusingly, "That's the first."

Julie nodded in agreement, "Yeah. From what I've seen so far, the Decepticons just lead their soldiers to charge and attack us. They don't seem to be care about them."

"Makes me missed of scrapping them," Sideswipe joked. He then noticed the Vehicon Troopers glared at him. He cleared his throat, "Sorry. Didn't mean to insult you."

"Unlike my colleagues, I don't mistreat them badly. I even gave them the name too," Thundercracker added calmly. He turned and looked at one Vehicon Trooper, who was painting the wall with blue color. He smiled, "Good painting, Paul."

Paul the Vehicon Trooper smiled, "Thanks, boss!"

"Paul?" Autobots and the children asked in surprise.

"You name the Vehicon Trooper?" Moonracer asked curiously.

"Well, he need a name. Can't just said the troopers all the time," Thundercracker answered with a shrug.

"It's not just 'Paul'. He named almost every Vehicon Troopers here in this ship, based on humans and other foreigners' names! Can you believe that?!" Acid Storm asked happily and madly before laughed, "Wow! He's like their daddy!"

Thrust scoffed while crossed his arms, "Well, at least, he's a better commanding officer than Starscream and Skywarp. He doesn't simply waste soldiers for nothing."

Sari whistled, "You've been busy…"

Ratchet hummed thoughtfully, "That makes me feel better and right about trusting you with the mission."

"Don't get your hopes up, Ratchet. We're not joining the Autobots," Thundercracker said firmly and sternly yet calmly.

Ratchet nodded understandingly, "Perhaps, but Optimus and I still believed that you can join the Autobots, unlike Starscream and Skywarp. You did save some lives before after you've defied and argued with Megatron."

Halting at once, Thundercracker turned and gave a glare at Ratchet, "Let me make this clear, Ratchet. Just because I saved lives doesn't mean that I can be redeemed and forgiven easily for what I've done. Besides, we didn't come here to join the Autobots. We came for your protection from Megatron's wrath. Got it?"

Ratchet sighed in disappointment, "Understood."

Thundercracker nodded firmly, "Good. Now let's focus on the project you want to look at."

Thundercracker and his guests have arrived at the command bridge. Like the hallway; its atmosphere seems to be friendlier, gentler and nicer. It is filled with unusual tools and stuffs such as books, pads, television, game console, sports, musical instrument, posters and so on.

"Wow. I thought my room is the worst," Ben commented in surprise.

Miko scoffed, "Wait till see my room."

BARK! Autobots and the humans were alerted by the noise. They looked up ahead as they found a small brown Puggle-breed dog was running towards Thundercracker, who smiled warmly while kneed down before it. He has his palm out for it to jump. He held it on his face level.

"Hello, Buster! Good to see you again! Behaving good?" Thundercracker asked warmly. The dog barked happily. He chuckled as he playfully chatted with it while touching and tickling it, "Who's the good dog? Who's the good dog? Yes, you are, Buster! Yes, you are!"

Ben, Julie, Miko and Raf were shockingly surprise and disbelief of what they just saw.

"Okay. I did not expect that," Miko commented in surprise.

Raf nodded, "I didn't know Cybertronians can have a pet."

"They can. According to Perceptor, most of Cybertronian Fauna and Animals have either been transported out or died," Sari explained calmly. She turned and looked at Thundercracker's petting Buster. She smiled, "As for Buster, he saved her and the Detroit from the nuclear bomb strike. Set by the Cons. She's the reason why he turned on the Cons."

Ben whistled amusingly, "Never knew the Cons have soft spot for animals."

Julie nodded in agreement, "As they say, there's more to this than meets the eyes."

"Let's get this over with it," Thundercracker grumbled as he led Ratchet to his computer console. He asked, "So, what kind of project you need me to do?"

Ratchet passed the drive device to Thundercracker, "A very peculiar and intriguing one. It involved of dealing with failsafe program and decoding encryption codes."

"Really?"

"Yes, it is. You'd be surprise."

Thundercracker hummed curiously, "We shall see…"

"Ratchet, can I help out?" Raf asked hopefully.

Ratchet was about to answer but Thundercracker spoke, "Sorry, kid. It's not a video game. Studying and dealing this kind of project and its complexity takes a long time to process on. Besides, you're a human, so you wouldn't understand our language."

"Don't worry, I can handle it. And I also understand Cybertronian too and some schematic too," Raf said calmly and warmly, "Plus, I did help Ratchet a lot with his technician problems."

Thundercracker was surprised and amazed by Raf's answer. Ratchet spoke calmly, "It's true. Rafael's very reliable and intelligent enough to help me out. And also, he understood Bumblebee's prosthetic voice box very much."

"And don't worry," Moonracer spoke calmly as she picked and held Raf on her palm, "I'll keep him safe with me."

Still not convinced, Thundercracker sighed reluctantly, "Very well. Just don't distract me." He turned and looked at his friends, "Thrust, Acid Storm, entertain the guests. No infighting, got it?"

"Understood/Got it, boss!" Thrust and Acid Storm responded in unison.

Turning to his computer, Thundercracker inserted the drive into the console. He looked through Julie's Pretender Model schematic and footages of her battles as well. He hummed thoughtfully yet curiously and intriguing as he was studying and analyzing it carefully. He also then discussed with Ratchet, Moonracer and Raf about the 'Pretender'.

While he was playing with Buster at the monitor screens, Raf is also looking and studying the Pretender Model schematic. However, he couldn't help but looked at Thundercracker, whom he can't help but wonder why would a Decepticon betrayed his own kind.

"Thundercracker, I hope you don't mind me asking." Raf asked. Thundercracker remained silent while looking at the screen. He continued, "Why did you betray the Decepticons? I mean, Starscream and Skywarp were the Cons. You were with them from the beginning of the war."

Ratchet and Moonracer remained silent as they have the feeling that he would ask. Thundercracker sighed as he explained, "Yes, I was. I followed them because they're my brothers, but I also firmly believed in Megatron's cause to bring down the Caste System, and also equality and freedom for all Cybertronians."

"But everything changed when Megatron found and released The Fallen from his prison?" Raf asked, recalling the event that Ratchet has told him.

Thundercracker sighed, "Yes. Despite that event, I followed him and fought against the Autobots for millions of years."

"What change your mind to desert the Cons?" Raf asked curiously.

"Taking the lives of refugees," Thundercracker answered shamefully. He sighed, "Despite they're innocents and has nothing to do with the war, Megatron refused to spare or save them. In fact, he made example of them when they refused to join his side. He even secretly ordered Stunticons and Combaticons to attack some local residents and cities, igniting the human's World War. I couldn't stand with this, but I was too coward to speak up. And the last thing I ever want is losing my head to him."

"Then, what push you to do this?"

"Buster happen. I was on the mission for reconnaissance at the Detroit for locating the refugees and Autobots. It was there, where I met her at the animal shelter. To my surprise and amazement, she doesn't seem to be afraid of me. She accepted me as a friend. In fact, I also met a human worker named Marissa Faireborn, who doesn't seem to be afraid of me too. She gets to know me and teach me about human world, which I'd never knew. It was then I decided to speak up and plead Megatron to end the war. But…"

Thundercracker sighed in shame while looking down, making Raf worried. Ratchet continued, "Megatron refused. From what Thundercracker has told us, Megatron planned to have both America and Middle East launch the nuclear strike on each other. Not only expose us from hiding, but also turning two countries to start the war. It will be difficult for us to handle when we're at war with the Decepticons."

"So, we quickly responded and prevented the nuclear war in time. He helped us as well." Moonracer added warmly. She sighed, "For doing so, Thundercracker was on the run, bringing along with the soldiers he trusted and shared with his morality. We helped and hidden them in England's island for a long time."

"I see…" Raf said in understanding. He turned and looked at Thundercracker, "That was very brave of you to do what is right. You're the first Decepticon to have conscience about life."

"That maybe so." Thundercracker admitted, "Just because I deserted the Decepticons, doesn't mean I sided with the Autobots. As a matter of fact, I and my own team will not take part of the war. Never again."

"Live as nomadic, I supposed?" Raf asked. Thundercracker remained silent. He continued, "Hey, I'm not judging you. Just want to know you."

Thundercracker sighed, "Let's focus on the work."

And at the same time, both Acid Storm and Thrust were entertaining the guests. Just as Thrust brought and passed more of Energon Drinks and even some human soft drinks for Autobots and humans to drink, Acid Storm played his guitar wildly and excitedly yet madly, making everyone yelped and howled in pain to cover their ears.

Thrust quickly grabbed and broke the guitar into two, making Acid Strom annoyed and angry. The greenish Seeker exclaimed, "Hey!"

"Knock it off! I already told you that you're not good at this!" Thrust snapped in annoyance.

Acid Storm groaned in disappointment. Miko couldn't help but wonder if she could help him out. She asked, "Maybe I can help you out, pal. I'm good at playing guitar."

"Really?" Acid Storm asked hopefully. Miko nodded. He cheered, "Alright! I'm gonna rock your world!"

"I don't know, Miko," Bulkhead disagreed in concern.

"Bulkhead, Ratchet said that he's not a Con anymore. So, it wouldn't hurt to help him out with his guitar. He loved music, like you. Plus, I'd like to get to know more about him too." Miko said cheerfully. Bulkhead is unconvinced and uncertain. She sighed, "Tell you what, Bulk. If he's up to no good or did something to hurt me, you can kick his tailpipe. How about it?"

After some thinking, Bulkhead sighed reluctantly, "Fine. I'm keeping an eye on you, crazy Seeker."

Acid Storm saluted playfully, "Sir, yes, sir! It's rock and roll time!"

Acid Storm took his guitar out and readied to play it while listening to Miko's instruction. Thrust scoffed as he turned and approached to his training dummy, where he practiced his sword-fighting against it. Arcee and Sideswipe approached to him.

"Wow. I see you're still working out with your skills," Sideswipe commented.

"Of course!" Thrust grunted while swinging his sword against the training dummy, "I have to keep myself sharp and fit, and making sure I've not lost my touch. You'd never know when the Decepticons or Autobots come and attack us."

"You still don't trust us, even after we've done you a favor?" Arcee asked sarcastically yet suspiciously.

"You honestly think I would forget about my brothers' death?!" Thrust asked angrily. He turned and aimed his blade at Arcee's face, alerting Sideswipe and the humans. He continued, "Your little apprentice killed them during the First Great Battle! I vowed myself that I will make her pay! That was my promise!"

Sideswipe was about to attack, Arcee held her hand up, halting her friend. She continued firmly, "Then, why don't you do it now? Surely, you could have just kill Moonracer, the moment we've arrived here. Or better yet, killing her master would be better to even the scores. You're pointing the blade at her now."

"Don't tempt me, Arcee." Thrust said dryly and firmly, "As much as I want revenge for my brothers, my main priority is Thundercracker's safety. If anything bad happens to him, then I would glad to take your life to rejoin your big sister in the Allspark."

Arcee scoffed with confident smirk, "Try me…"

Thrust scoffed, "Perhaps a spar. I would like to test your skill. Time to see how good her master is."

Arcee gave a snarky smirk, "Be careful of what you wish."

"Might if I cut in? After all, I'm a swordsman too." Sideswipe asked curiously and amusingly.

Thrust smirked, "Be my guess. I would be honor to fight such worthy opponent."

Thrust armed himself with his long sword while Arcee and Sideswipe armed with arm-scythes and twin long swords. He charged and engaged them at once. Arcee jumped over him while Sideswipe charged and rammed at Thrust, who managed to block and withstand for the moment before pushed him back. He turned and engaged Arcee in a brief clashing with each other. As she jumped and gave a swipe kick on his head, he dodged down before grabbed and slammed her to the ground. Sideswipe slide down and tripped him off to the ground. As the silver Autobot got up and tried to slam his sword on him, the cone-headed Seeker rolled over before kicked him off. He quickly got up and engaged a battle against two of them.

Ben, Julie, Sari and even the N.E.S.T. Lieutenant have watched the event. Both Ben and Julie were shocked and surprised by the duel.

"Wow. Thrust got some trust issues," Ben commented in surprise.

"Can you blame him, Ben?" Julie asked in concern. She continued, "He's a Decepticon. And I don't think he actually like the Autobots."

"Actually, it's more than that, guys," Sari disagreed. Ben and Julie looked at her. She continued, "Thrust's brothers – Dirge and Ramjet were both killed by Moonracer during the First Great Battle of Earth. And he's not taking it very kindly."

"That explains a lot," Ben commented in shock, "Think he'll get over it?"

"Unlikely," Sari answered in disappointment.

Julie noticed N.E.S.T. Lieutenant was glaring at her. It's making her uncomfortable and scared. She asked, "Is something wrong?"

The lieutenant scoffed, "Can't say I'm surprise that you don't recognize me when I'm wearing a mask." He then opened and removed his battle helmet. It revealed himself Kicker with an eyepatch on his left eye. He gave the glare at her, "Recognize me now?"

"You?! You're the soldier we met from few days ago!" Julie exclaimed in shock.

Kicker nodded angrily, "And also, the one you ate his left eyeball! That was disgusting, you know!"

Sari yelped in shock and disgust, "Okay! Eew!"

Julie groaned in disgust and shame, "Believe me, sir. I don't either. I'm really sorry for it. But it wasn't Ship's fault! He was being replaced by Red Mechamorph! She made me crazy monster to attack you."

Kicker scoffed, "Whatever. Did you expect me to believe that?"

Julie looked down in shame. Ben groaned as he stepped up and spoke angrily, "Hey! Lay off! Don't blame her for this! None of us knew that the Mechamorph she merged with was actually a bad one!"

"Yeah, right," Kicker grumbled angrily, "That makes you a lousy boyfriend. You should have watch closely on her and make sure she doesn't screw up like you!"

"Lousy?! Screw up?! Wanna say that to me again?!" Ben asked angrily and annoyingly. He activated his Omnitrix, "I'm happy to kick your ass! Right here! Right now!"

Just before Ben slam his Omnitrix, Kicker slammed his punch against his gut. The lieutenant then grabbed the left arm while moving behind of teenager's back. He nearly twisted his arm, making him yelled in pain.

"So, who's kicking whose ass now?" Kicker asked amusingly.

Ben groaned in pain, "Bastard!"

"Kicker, enough! Just let him go! Now!" Sari snapped angrily and firmly while trying to separate Kicker's holding Ben's arm.

"Whatever," Kicker scoffed dryly as he quickly pushed Ben to the ground hard. Julie approached and checked on him. He continued while glaring at them both, "If Quintessa ever show her ugly face, then you'd better do whatever you can to keep your girlfriend safe. Coz if you failed, then I'll have to take her out."

Julie was shocked to quake in fear. Protectively stand in front of her, Ship snarled angrily at Kicker. Ben groaned angrily as he faced him, "If you kill her, I'll kill you!"

"Be my guess, 'hero'." Kicker commented sarcastically. He picked up his helmet. As he put it on his head, he then spoke up, "I'm gonna go out and patrol. You two think about it. Make a hard choice for each other."

Kicker exited out of command bridge's entrance, heading out for patrolling. Though they disliked Kicker's attitude, both Ben and Julie couldn't help but worried and scared that he could be right. If Quintessa ever caught and reprogrammed her, Ben has to make a hardest choice to save her. Sari became worried and uneasy of the situation.

As everyone's busy with their activities and works, Slipstream has been stalking and watching them from her position. She was in shock and disbelief yet annoyed of what she has witnessed.

"Thundercracker, you have not only betrayed and deserted the Decepticons, but also helping the enemies. Damn you," Slipstream muttered in disgust while making contact to her commander, "You'll rue the day when Starscream and Lord Megatron are through with you, traitor. Mark my word…"

---

As Megatron was busy communicating and discussing with Barricade and Squadron X at his command control panel, Blackout was standing behind his lord since he's both general and bodyguard. Knockout was chatting with Skywarp about the former's appearance, which annoyed and bored him a lot.

At the communication panel, both Starscream and Soundwave were receiving the latest report from Slipstream. Needless to say, the Second-in-Command was displeased and annoyed while the Communication Officer remained silent yet emotionless as always. They both turned and approached to their master.

"Lord Megatron," Starscream called. Though he heard, Megatron did not turn and focus on control panel. He continued, "Apology for interrupting your conversation with Barricade, we received the report from Slipstream. She has confirmed that Thundercracker and his deserters are alive."

Stoked by the report, Megatron turned and glared at Starscream, "Are you certain of this?!"

Soundwave revealed the Slipstream's binocular footage that has Thundercracker and his two lieutenants talking to Ratchet's Team.

Starscream nodded firmly, "Soundwave confirmed it. It's them."

Blackout snarled, "Not only your brother has deserted and abandoned the Decepticon Cause, he's now helping our enemies! I should have crushed that traitor when he tried to stop the missile."

"Can't believe he did this. Again." Skywarp said in disgust yet hurt. He slammed his clenched fist against the wall, "Damn you, Thundercracker!"

Megatron scoffed, "It's no surprise that Thundercracker has grew weary and lost his faith in our cause since the day I allowed The Fallen to insert his Dark Energon into the Core."

"Well, I wasn't aware of that. He's been sticking with us for a long time," Knockout commented in disbelief. He cleared his throat, "Well, until three years ago, he went against you, Lord Megatron."

Megatron nodded in agreement, "Yes, he did. He no longer bear to follow my command when I give Combaticons the order - infiltrate and forced both America and Middle East to launch nuclear strike on both sides, to begin the war and flush out the Autobots and the refugees from their hiding."

"And he defied you. He betrayed you, Lord Megatron. He alerted and informed the Autobots about your plan. While they prevented nuclear strike on the Middle East, he helped and destroyed the missiles before they could reach the Detroit," Blackout grunted angrily while clenched his fists tightly, "Curse him to the Pit!"

Knockout scoffed while crossed his arms, "And now, he's helping the Autobots again. Who knows what they're up to now."

Blackout snarled angrily, "This is the last straw. He must be dealt with!"

"For once, I agree with Blackout. It is time we take him out," Starscream answered dryly and firmly.

"Really, Starscream? You're willing to terminate him, even though he was your own brother?" Megatron asked curiously yet suspiciously.

Starscream narrowed his angry eyes as he declared, "He stopped being my brother the moment he abandoned our cause and joined our enemies."

"Scream's right. I would like to give him piece of my mind and big smackdown!" Skywarp added angrily.

"With your permission, my liege, allow me to assemble my armada and finish the traitors for good. We'll rendezvous with Slipstream to take them out!" Starscream calmly and humbly asked while bowed to the ground.

Surprised yet amused by Starscream's request, Megatron smirked calmly as he answered, "Very well, Starscream. You have my permission to proceed and complete your mission. Gather your Seekers. Hunt down the traitors. Let none alive."

Starscream smiled happily, "Yes, Lord Megatron!"

Skywarp chuckled wildly, "Yeah! I'm gonna smack and kill that idiot for good!"

"Then, allow me and my Heavy Brigade to join as well," Blackout requested, earning Starscream's glare at him. He continued, "Do not worry, Starscream. I'm joining you to hunt him down, not keeping an eye on you."

Starscream scoffed, "Do as you please. But do not get in my way."

"Wouldn't dream of it," Blackout mocked.

"Granted," Megatron answered calmly. Starscream, Blackout and Skywarp nodded firmly. They got up and exited the command bridge, preparing their own armada. He turned and looked at Soundwave and Knockout. He asked, "You're wondering if this is wise decision, despite Starsceram's treachery for few years passed?"

Soundwave nodded while Knockout shrugged a bit about Megatron's decision.

Megatron chuckled before spoke seriously, "Although I'm still furious and suspicious of Starscream's attempt on my live, I still require him for both politics and military matter. His treachery, deviousness and cunning have helped us achieve some victories from the past and even provided me the tools I need for upcoming battle. However, I have limited patient if he does not produce the results or dare to backstab me."

"So, why not remove him and replace with Soundwave? Make Starscream work under Soundwave. It would limit the problems you're having with him." Knockout suggested. Soundwave turned and glared at him. He scoffed, "Don't look at me, Mr. Personality. You've been with Megatron since the gladiator days. Don't understand why you don't take it in the first place?"

"Because Soundwave has no interest in that position and he considered it limiting too much of his ability to perform his mission. He is my shadow for watching, listening and making certain that all must know their places and follow my every command to the letter." Megatron explained calmly and firmly. Soundwave nodded in confirmation. He continued, "And as such, Soundwave informed me of how Starscream actually lost his missing arm when he foolishly believed that he can control the Dark Energon and raise Skyquake from the dead. He'd better produce good results or else…"

Soundwave nodded calmly. Knockout whistled, "Ouch. Hate to be in his shoe."

---

Back to the Decepticon Light Cruiser – Stormbringer, everyone was minding their own business while waiting for the results about Pretender Model. Though still tensed and uneasy from the past, the Autobots and Thundercracker's Vassals remained calm and appease to each other for the moment and not start the fight.

With his analytical and studious ability, he managed to identify and eliminate all the failsafe and firewall programs. He even managed to hack and access the information behind Julie's Pretender Model and the programs that were implanted in her processor. He then activated the holographic screens, revealing schematic of Julie's Pretender Model with information about the programs and their functionalities. Everyone gathered around him to look at them.

"There you have it. As promised, I managed to remove the firewalls and failsafe program in the schematic," Thundercracker said firmly and calmly. He sighed, "I hate to admit it. That witch really put a lot of effort for the little creation of hers. She really treasured you a lot."

Julie groaned while patted Ship, "Well, I don't feel the mutual feeling for her."

Ben nodded in agreement, "Yeah. She got funny ways to care for her; unlike her family, friends and even me."

"So, what's the good news?" Arcee asked calmly.

"Thanks to Thundercracker and Moonracer, we managed to locate and identify the program that she may remotely reboot and reactivate you to serve her," Ratchet said calmly while pointed the reddish part on her processor.

Everyone sans Seeker Officers chattered happily and wildly. Bulkhead chuckled, "That is good news! We can take it out for good!"

"Yeah. It should be easy peasy," Miko commented happily.

"No, it's not," Ratchet disagreed firmly, confusing Bulkhead and Miko. He continued his explanation, "Though she is a half-Cybertronian, she's still a human. If we're not careful with this processor surgery, we could kill her at once!"

"What?!" Everyone asked in disbelief and fear.

"That should solve the future problem," Kicker commented playfully, earning Sari elbowed his left shoulder hard. He grunted in pain, "What the heck, Sari?!"

"But you can do this? Right, doc?" Sideswipe asked hopefully.

"Yeah, he can!" Bulkhead said confidently yet reluctantly and nervously, "I think…"

"Yes, I can. I've done this for a long time, saving and freeing both Decepticon Deserters and slaves from being blown up in their processor." Ratchet said firmly. He sighed in concern while looking at Julie, "Unfortunately, due to her human size, I cannot operate on her. I doubt any of you can. The surgery is very delicate and cannot be rushed."

Ben hummed while looking at his Omnitrix, "Maybe not. But Grey Matter can. He's small and smart enough to know about this." He turned and looked at Julie, "But, you sure you want to do this?"

Julie sighed, "Ben, we've been through this. You know me too well."

Almost everyone was surprise and amazed by Julie's determination with removing the program from her brain, Ben wasn't as he's worried and feared for her safety. He knew how stubborn and determined she can be when she wanted to get it done, no matter what.

"So, we start the surgery?" Thundercracker asked curiously, "I'll prepare it at Med Bay. Best you all follow Ratchet and my instruction carefully."

Still scared over Julie's surgery, Ben sighed firmly, "You got it."

"I'm afraid that the surgery will have to wait…" The calm yet sinister and snarky female voice spoke, shocking the group. They turned back and found Slipstream entered the entrance. She continued dryly, "You have other matters to deal with."

"Who is that?" Miko asked in surprise.

Thundercracker's narrowed his angry eyes at his former colleague. He explained, "Slipstream… One of Starscream's Seekers and nasty infiltrator too."

Slipstream scoffed, "Correction, Cracker. It's the lieutenant to Starscream and the best infiltrator. And as Second-in-Command of the Seekers, I'm here to arrest you for high treason against the Decepticons and helping our enemies."

Thundercracker grunted in concern about him getting arrested. Both Thrust and Acid Storm armed with their Long Sword and Blaster, aiming at her.

"Over our dead body, Slipstream!" Thrust snapped angrily.

Acid Storm chuckled amusingly, "Yeah! You're gonna have to get through us!"

"Don't be stupid, you two." Slipstream said dryly and firmly, "Let me offer you a deal. Handover Thundercracker to us now. Lord Megatron will pardon you both and let you serve under him. Do not forget that it was Starscream for recruiting and making you all among the Seekers."

Thrust snarled, "That maybe so. But I'm still angry with him for cowardly abandoning most of our soldiers and refusing to honor their sacrifice!"

"Not to mention, I've got some serious processor damaged!" Acid Storm exclaimed madly while pointing at his head.

"Even they're not joining the Autobots," Ratchet said firmly and sternly. He and his Autobots are armed with their weapons. Ben 10, Armorstrike and N.E.S.T. Soldiers are also armed as well. He continued determinedly, "We're not letting you take him back to your master!"

"A word of advice, She-Scream, give up the fight before you could start it," Arcee warned firmly.

Moonracer nodded, "Yeah. You're outnumbered and outmatched. You can't win."

Slipstream smirked amusingly, "I was hoping that we end this peacefully. But the hard way is always more fun than negotiating. Get ready, losers!"

Skywarp teleported behind of Slipstream as he quickly grabbed and held her close to him. He then teleported out at once. This shocked and confused everyone in the command bridge about what really happen.

"What was that about?" Miko asked in confusion. Suddenly, the loud explosion ignited while the command bridge was shaking wildly. Everyone yelped in concern as they almost fall down hard. She hissed, "Sorry I asked!"

"Boss! Boss! We've got situation!" Paul called in concern from the command panel's speaker.

Thundercracker grunted in pain as he got up at once. He approached and turned on the command panel. He asked, "What happen, Paul?!"

"Both engines and turrets are damaged! Groundbridge, shield and communication with Secret Sanctuary are offline!" Paul reported in fear, "And worst yet, we're under attacked! Seeker Armada and Heavy Brigade are attacking us!"

Everyone gasped in shock and concern. Thundercracker grunted in concern, "No!"

---

Outside of Stormbringer Cruiser, Vehicon Troopers, in their jet mode, unleashed the barrage and bombardment on the warship. They were assisted by Cybertronian Tanks, which transformed into the armored yet bulky and heavy Vehicon Troopers-like for firing their cannons at the cruiser.

Starscream and Blackout were standing on the hill, witnessing the battlefield. Behind Blackout was none other than his Decepticon Heavy Brigade consisted of the dark blue armored dragon-like warrior with wings-like cape – Deathsaurus, Overload (a.k.a. Drama Actor), Flamesnort, dark blue colored ruthless strong warrior with wings named Switchblade and a beige-grayish colored strong warrior that carried a large axe named Rampart. Skywarp and Slipstream appeared before Starscream.

"Well?" Starscream asked calmly.

Slipstream smirked, "The engines and turrets are destroyed. I've taken out the Groundbridge Portal, shield generator and communication with Bots as well."

"And added bonus, I've jammed the Bots' com too," Switchblade added calmly.

"Well done, Switchblade," Blackout commented proudly and calmly. He turned and glared at the cruiser, "We have them surrounded."

Starscream nodded, "Indeed, we have. Now, what will you do, Thundercracker? Can your Bots help you out?"

---

Inside Strombringer's Command Bridge, everyone witnessed the Decepticons launching the assault on the cruiser via the large window screen.

"Well, that doesn't look good!" Acid Storm stated in shock yet mad.

"Thanks for the obvious, mad hat," Arcee commented dryly. She then tried to make contact to Secret Sanctuary. She groaned, "They jammed the com! I can't get to anyone!"

"We're on own now," Bulkhead said in concern. He then looked at command panel's screen, revealed Starscream's and Blackout's teams. He hissed in fear, "Oh Scrap! Blackout's Decepticon Heavy Brigade here too!"

Sideswipe groaned in frustration, "Great! First, the super spy group! And now, the heavy hitters! Man, Megatron's not gonna let us off now!"

"Wanna tell us about them?" Miko asked. "And how bad Blackout's Team is?"

"Decepticon Heavy Brigade is like an Anti-Wreckers. They're the worse and dangerous mean machine Cons to deal with. These guys won't just fight clean and dirty; they also deal and take care of the problems Megatron has and win the battle." Bulkhead explained seriously yet hurt. He clenched his fist tightly, "Believe me, Miko. They're the worst Cons you do not wanna mess with. They took some of my friends."

"And what of Squadron X? We'd never actually get to know about it," Raf asked.

"Squadron X is the team of super spies; built for infiltrating, spying, stealing and gathering information and sabotaging our operations and arsenals." Moonracer explained calmly and seriously, "Those guys are very stealthy and skilled, but not strong as Heavy Brigade."

"That's good with history but we have the problems to deal with now!" Thrust exclaimed in concern while glaring at the monitor screens, "Starscream and Blackout are relentless now. They're mean to take us out!"

"So, what are we gonna do? They've got tanks, jets and copters!" Acid Storm shouted in fear, "What the frag are we gonna do?!"

"That's a good question," Ratchet admitted in concern. He sighed, "Slipstream has sabotaged the Stormbringer's arsenals and engine. Unless we can repair them in time, we're trapped."

Sideswipe scoffed angrily, "Well, I'm not gonna stand around and do nothing!"

Bulkhead nodded firmly, "Yeah, me neither!"

"I'm with you guys." Kicker agreed firmly and determinedly, "We're not go down without fighting. We're gonna remind the Cons that no matter how many soldiers they've got; we'll keep on fighting."

Thundercracker scoffed, "It would be foolish to just charge and take them out. You're dealing with Seeker Armada and Decepticon Heavy Brigade! We're outnumbered!"

"That maybe so. We've faced much worse than this," Ben said confidently with a smirk, "I've got the plan!"

Thundercracker groaned in uncertainty, "Why does that not make me feel any better?"

"Don't worry. He's got this," Julie said firmly and calmly.

---

The Vehicon Troopers relentlessly and fiercely charging and assaulting Stormbringer Cruiser. Both Starscream's and Blackout's Teams waited and watched the event patiently and calmly.

Overload groaned impatiently, "When will my scene come?! I, Overload, the lead actor cannot wait any much longer?!"

"Will you just shut up with your acting, idiot?!" Rampart asked angrily and annoyingly, "Who cares about your ridiculous scene?! We wait until Blackout give the word!"

Overload gasped in disbelief, "What?! How dare you insult me?!"

Rampart snarled angrily, "I insult you because you're annoying and useless warrior! Why you become our member?! I'd never know!"

Overload groaned in annoyance, "Your insults will not be tolerated! When I inform Lord Megatron, he will-!"

"Will you both just shut up?!" Switchblade snapped angrily and annoyingly, silencing Overload and Rampart. He groaned, "How on Cybertron did I put up with this?!"

"I ask the same question," Flamesnort grumbled. He turned and looked at Blackout. He asked humbly, "General Blackout, should we not assist our soldiers? Surely they require our assistance to breach the traitors' cruiser!"

"Be patient, Flamesnort. In time, we will," Blackout said calmly and firmly, "They cannot stay inside the light cruiser much longer."

Starsceram smirked, "Indeed. When they do, they're finished."

Skywarp chuckled while playfully whamming his Big Bang Mace on his hands, "Can't wait to get my hands on Thundercracker."

"Me either," Slipstream agreed amusingly.

BOOM! Both Starscream's and Blackout's teams got alerted by the explosion. They looked up and found first and second wave of Vehicon Troopers got wiped out. The soldiers halted at once. They're looked up and found Way Big stood before them.

"A To'kustar?! What the heck is he doing here?!" Switchblade asked in disbelief, "In fact, how the scrap did he get here?!"

Deathsaurus snarled, "I do not believe he would come here by chance, unless…"

"Ben 10…" Blackout answered calmly and firmly, "He has assumed and used that form. He would be foolish enough to think that he can defeat us."

Starscream smirked, "By all means, Blackout. Show them why you and your team are the mean machine Decepticon Heavy Brigades!"

Blackout chuckled, "I intend to do so, Starscream! Now order the troops to fall back." Starscream nodded firmly as he contacted all of Vehicon Troopers to abandon the battle and fall back at once. He turned to his team, "Brigade! Take him down!"

Decepticon Heavy Brigade gave the loud battle cry. They all transformed into their alternate modes. They all charged straight at Way Big, who was busy stomping down on the Vehicon Troopers. Given commanded by their commander, they immediately halted the attacks and retreated at once.

Just before Way Big could do anything; he got shot by Blackout's Helicopter Mode, Switchblade's USAF Lockheed Martin F-35 Lightning II Mode and Deathsaurus's Cybertronian Armored Dragon-like Jet. As To'kustar busy swinging and swapping them, he wasn't aware by Rampart and Overload's truck modes charging and ramming at his knees hard before slammed down on his feet. Flamesnort unleashed the flamethrower on his feet. And at the same time, the flying Decepticons quickly went behind as they transformed before dived and slammed on his back. Way Big yelled in pain before falling down on the ground hard. He tried to get up but got his fin burnt by Flamesnort's flamethrower. And at the same time, Blackout and his Heavy Brigade transformed into their robot modes. They unleashed the barrage on Way Big's fin, weakening and injuring him a lot.

"Foolish Tennyson! Is this your plan?! Using To'kustar to defeat us?!" Blackout asked in annoyance, "We have fought and defeated their kind before! Lord Megatron has five of their parts as his trophies! Do you stand the chance against us?!"

Still weakened and pain by his fin's injury, Way Big groaned, "Wasn't trying to. Just distracting you all."

Decepticon Heavy Brigade was in shock and disbelief by Way Big's declaration. Starscream and his team were suspicious of it as well

Overload groaned, "I beg your pardon?! Are you insulting us?! Distracting us?!" He scoffed arrogantly, "There's no one can be better at distraction than me! For I am the Star of this Show! Remember that! Overload-!"

BOOM! Overload got hit and blasted off by the sonic boom attack. Blackout and his team got alerted and surprised. They looked behind as they found Thundercracker, Thrust, Acid Storm, Arcee, Sideswipe and Bulkhead fire their blasters at Decepticon Heavy Brigade, who were forced to flee and regrouped with Starscream's army.

Though pained, Way Big managed to hit his Omnitrix and transformed back to his human form. He was helped by Armrostrike and Sari. Kicker, N.E.S.T. Strike Team and Thundercracker's Troops also have arrived at the battlefield as well.

Starscream scoffed, "Thundercracker, you have finally show your cowardly face!"

"Look who's talking? A coward, who's willing to take the lives of innocent and animals without consideration and morality for the sake of winning!" Thundercracker snapped back angrily, "I will never stoop that low like you, coward! It is not we're supposed to do!"

Skywarp chuckled out loud, earning Starscream's glare at him. The Commander turned and glared at Thundercracker, "Well, I'd never thought I would stoop very low to kill you. You are not my brother anymore."

"I'm with Scream too!" Skywarp agreed begrudgingly.

Thundercracker sighed angrily as he armed and aimed his blasters at his former brothers, "Then, we have come to agreement indeed. I have no brothers now!"

Just before Starscream and Skywarp could react, Thundercracker gave a battle cry while firing his Sonic Boom to blast and blow them away. This prompted both sides to engage the fierce battle at once. Both Decepticon Troopers and Thundercracker's Troops were fighting and shooting at each other fiercely.

Starscream fired his missiles at Thundercracker, who barely dodge and evade the attacks but got rammed and tackled by him. Thrust and Skywarp engaged a fierce duel at once. Acid Storm fired his blasters at Slipstream, who swiftly and calmly dodge and retaliated back as well.

Blackout and his Decepticon Heavy Brigade charged and attacked the Autobots and their human allies. Blackout roared angrily as he used and attacked his Rotor Blades at Bulkhead, who blocked his maces against him. Flamesnort and Sideswipe engaged a fierce sword-fighting against each other for couple of rounds. Switchblade and Arcee fought each other through the martial art skills. Deathsaurus was facing at Ben, who just transformed into Ultimate Humungousaur, who firmly blocked and fought back by punching and firing his cannons at him. Armorstrike was flying around while firing her blasters at him as well. Overload was toying and fooling Sari, Kicker, and N.E.S.T. Strike Team as they struggled to fight back. However, Rampart has managed to sneak behind the heroes and entered the Stormbringer Cruiser's entrance.

---

Ratchet and Moonracer were checking and repairing light cruiser's shield generator, as well as the turrets and arsenals. Miko and Raf were helping them by going inside the control panel's box to check and reconnect the wires, and also replaced some parts. They have to get it done as quickly as they can to help the team.

"I'd always never get the chance to see the fight," Miko complained.

"Miko! This is not the time for you to watch the battle," Raf scolded angrily, "We need to get the ship running!"

Miko scoffed, "Come on. You've got Ratchet and Moonracer to fix this. They don't even need us."

"Miko!" Moonracer's voice shouted angrily, scaring Miko. She scolded, "You'd better listen very carefully now! If we don't get the communication working or at least get the turrets online soon, Bulkhead and others will be overrun and destroyed by the Cons or worst – their reinforcement. Now work quickly before I lose my temper!"

"Yes, ma'am!" Miko responded in fear, along with her twin pigtail flipped up. She hissed, "Wow. I thought Arcee and Jack's mom are the scary ones."

"Come on! We need to replace the circuit kit." Raf cried as he and Miko keep moving in.

As Raf and Miko were checking on the circuit board, Ratchet was checking and testing the control panel while looking at monitor screen. Moonracer was repairing the communication panel, hoping to make contact to Secret Sanctuary.

"Any luck?" Ratchet asked.

Moonracer hissed as she's still unable to contact her allies, "Damn it. I still can't reach anyone! I have to try different frequency!"

Just before she could do anything, her eyes widened in shock as if she has strange sensation behind her. She turned and looked at Ratchet, who was still checking the command bridge's control panel. She even spotted the shadow figure approaching him. She charged and moved Ratchet away from her. The figure revealed himself to be Rampart.

"Another Heavy Brigade!" Moonracer exclaimed in concern. She turned and looked at Ratchet, "Ratchet! I'll hold him on! Get the turrets online!"

Ratchet nodded firmly, "Understood! Be careful! Rampart is dangerous and deadly opponent. He won't show you mercy!"

Moonracer nodded firmly, "Well, I've been trained by the best."

Rampart snarled, "Let's find out, little girl!"

Rampart roared angrily as he swung and slammed his giant axe at Moonracer, who yelped and panicked as she fearfully and barely dodged few of attacks after looking at his angry and fierce eyes. Growing impatient and annoying with her, he quickly grabbed and slammed her against the wall hard. Tightening his hand, he slowly strangling and choking her, making her suffocating badly. She struggled painfully to break free due to his strength and almost losing her life.

Rampart yelped in pain, feeling his back got cut. And at the same time, he accidentally let go of Moonracer. He turned and found Ratchet stood before him. He slammed his punch to knock the medic off. Moonracer elbowed against his back before kicked him off. He turned and swung his giant axe at Moonracer, who swiftly and firmly dodged the attacks while punching and kicking around his body for few times. She then jumped kicked his chest, but he didn't seem to get pushed back. He grabbed and swung her around his surroundings before throwing at Ratchet against the wall again. Just both of them were recovering, Rampart was prepared to finish them both off. He got his back shot by powerful cannon-like blasts, killing him off.

Ratchet and Moonracer were surprised and shocked. They turned and found a large cannon-like turret was activated from the ceiling. They looked at Miko and Raf on the command control panel as they're responsible of activating and firing it at Rampart. They both sighed in relief that they're alright for now…

---

The Autobots and their allies continued battling against both Starscream's and Blackout's teams. Thundercracker's Troopers have given their best to hold out against the Decepticons. They have proven strong and powerful for them to handle. And at the same time, the heroes were also fighting off the enemy troops. Same goes to their arch-nemeses as well.

Blackout and Bulkhead continued swinging and clashing their weapons at each other for couple of times. Unfortunately for Autobot Wrecker, he wasn't strong as Ironhide to fight off the Decepticon Heavy Brigade's Leader, who has proven to be stronger and powerful than him. The Decepticon Brigade managed to endure and knock the attacks before swinging and slamming couple of punches at the Wrecker for couple of times before grabbing him, and then nudged him on gut. He grabbed and slammed him to the ground hard. He then gave couple of punches on him. Weakened and injured by the attack, Bulkhead struggled yet endured to hold off the punches before grabbed and thrown Blackout over. Bulkhead grunted in pain as he slowly got up to face Blackout, who swiftly recovered before charged and rammed him ahead. He firmly endured and hold him off. They both pushed and rammed each other as hard as they can.

"Give up now, Bulkhead. You're no match against me!" Blackout grunted firmly and determinedly.

Bulkhead groaned angrily and firmly, "Don't count on it. Wrecker never gives up!"

Blackout chuckled amusingly, "Neither does the Brigade! Do not forget that my units have slaughtered most of your teammates including Leadfoot and Impactor. You will die by my blades!"

Bulkhead grunted, "Don't bet on it, Con!"

Bulkhead gave a headbutt against Blackout's before swung and struck his maces on his head five times before rammed him. However, Blackout made a quick use of Heavy Bombard Cannon at him off.

Arcee faced off Switchblade, who relentlessly and swiftly swung and struck his twin long swords at her. She responded by dodging and evading the attacks as fast as she can while using her Circuit-Su to strike some punches on his chest before jumped and kicked him off. He swiftly knocked her out. She managed to recover before flip backward twice. She got shot and blasted by chest. He dashed in as he swiftly and firmly swung and struck his swords at her, which she quickly responded by blocking her arm-scythes against them for the moment. He kicked her by back before elbowed her gut to the ground. Instead of finishing her, he moved away and positioned himself for the next fight. She grunted in pain as she slowly getting up before armed herself.

"Honor, huh? Never met a Decepticon with code of honor," Arcee commented in surprise, "Not what I expect from a ruthless and brutal Decepticon Captain of Leviathan."

Switchblade scoffed, "And you're not at all what I'd expected from Optimus Prime's right-hand girl and the promising student of my Master Yoketron."

"You were Master Yoketron's student?" Arcee asked in shock and disbelief, "I don't know if I'd be shock or angry to find out about one of his pupils joined the Decepticon Cause. You won't be the first and last I've confronted."

"Lockdown's for profit. Old Drift sought redemption by death for betraying our master." Switchblade said firmly and calmly, "And for me, I will honor Master Yoketron's teachings! I will fight for the Decepticon Cause! And I will bring victory to the Decepticons. But for you, Arcee-Chan, I want you to give the best. You're facing the Master of Tekkaido and Mueiyakko!"

Arcee narrowed her determined eyes, "Wouldn't dream of it, Switchblade. Face me, 'Master' because I am the Master of Circuit-Su."

Arcee and Switchblade charged and engaged the sword fighting for the moment. With the use of Mueiyakko, he swiftly and quickly launched the multiple strike kicks at her. She struggled to block and dodge his rapid kicks as some of them struck and hit on her head and body. After kicking her off, Switchblade firmly meditated and chanted, enhancing his spiritual powers before launching the punches at Arcee's barricaded arms, throwing her off. Badly damaged by his specialized attacks, she panted heavily before slowly getting up. Meditating and chanting calmly as she enhanced her spiritual prowess within Circuit-Su. She charged in as she swiftly yet calmly and spiritually struck some punches and kicks against Switchblade, who used both Mueiyakko and Takkeido to strike and block the attacks. Both of them are evenly matched.

Flamesnort unleashed his devastating flamethrower at Sideswipe, who swiftly and quickly dodge, evade and even hover over the attacks due to his Jet-Judo Skills. He also managed to swing and struck his twin long swords at the dragon-like for five times. Just as he was about to jump, the dragon-like Decepticon managed to bite and grab him as he roughened up with him wildly and crazily before giving brief flames on the leg, about to unleash flamethrower. He quickly and firmly kicked his face for few times before struck his blade at the dragon's right eye, forcing to release him.

"Hey, cool off from chewing me, Predacon!" Sideswipe snapped angrily.

Flamesnort snarled, "Then, thou best not to underestimate thy opponent. For I, Flamesnort, shall not be defeated easily. I, Flamesnort, is not some mere beast, nor was I being referred as Predacon neither! Do not insult the Flamesnort!"

"Wouldn't dream of it, pal," Sideswipe commented.

Sideswipe used his Jet Judo to engage at Flamesnort, who endured the attacks before hopping and hovering, trying to take a bite on him or even unleashing flamethrower on the warrior.

Ultimate Humungousaur unleashed the barrage of cannon blasts at Deathsaurus, who firmly and fiercely blocked with his demonic cape. The attack was ceased. The Decepticon Warrior found Ultimate Humungousaur disappeared. He got his head hit and blasted unexpectedly. He looked around to find it. He then spotted both Armorstrike and dark purplish colored manta-like alien Ultimate Jetray were flying around while firing back at his head for few times. Just as they were flying straight at him, he clapped his claws on them, trapping them for good. To his shock and surprise, his clasped claws have been pushed out by acid burnt. He let go and found a large armored UFO-like with colorful slime-like being within Ultimate Goop is responsible for using acid to burnt. She grabbed and threw the artificial gravitational UFO saucer at him. Hitting his Omnitrix, he transformed into Ultimate Cannonbolt to slam on Deathsaurus's face before bounced and struck on hands and legs, forcing him to kneeled down. He then transformed into Ultimate Humungousaur as he swung a powerful punch at the Decepticon Warrior's face.

"Nice, Ben!" Armorstrike commented.

"I have help," Ultimate Humungousaur commented. He spotted and found Sari, Kicker and N.E.S.T. Strike Team struggled to fight off Overload. He hissed, "Looks like they need some help. Help them out!"

Armrostrike nodded firmly as she flew out to help and assist others. Ultimate Humungousaur turned and faced Deathsaurus, who slowly and firmly got up from the ground.

"So, the story of Ben 10 is far from farfetched." Deathsaurus commented amusingly. He scoffed, "Well now. You'd better show me. The Brigade will not bow before you."

"Wasn't planning to," Ultimate Humungousaur disagreed with a smirk. Hitting his Omnitrix, he turned into Ultimate Big Chill. He smirked cockily, "I'm just cooling up!"

Just as Deathsaurus swung and struck his claw at Ultimate Big Chill, the latter used his ghostly ability to phase through towards his chest, where he unleashed Ice Beam to cool his whole body. It froze him up. Just as he emerged out from the body, he transformed into Ben. He then found Deathsaurus's chest was burning and flaring up, which broke him from his frozen prison. He snarled angrily at him

Ben gulped fearfully, "Okay. I could be wrong." He then activated and slammed on his Omnitrix. He transformed into TransMechanoid, "Well, desperate time calls desperate measure."

"TransMechanoid? Finally, a worthy opponent to face. Time for you to face my true form!" Deathsaurus declared firmly. He roared wildly angrily as he transformed into dark blue-white dragon-like. He unleashed flamethrower, "Are you ready to face the Wildertronian's Beast Form?!"

"What?! They can turn into animals?! Nobody told me that they can do that!" TransMechanoid exclaimed in disbelief. Dragon Deathsaurus unleashed flamethrower at him. He barely dodged it. He groaned as he armed with his Twintwist Blade, "Time to tryout with Jet Judo and my Wind Power too!"

Dragon Deathsaurus unleashed the flamethrower at TransMechanoid, who quickly transformed into his vehicle mode to dodge and evade the attacks while firing his Wing Busters at him. The dragon armed his wings to block and deflect the blasts. He then rammed and knocked him off. He transformed into his robot mode. He slammed and struck down his Twintwist Blade on Dragon Deathsaurus, who grabbed and held him for the moment. He then threw him at the ship's wall hard.

TransMechanoid grunted while rubbed his head firmly and gently as he was recovering. He looked up and found Dragon Deathsaurus built up and unleashed flamethrower upon him. He quickly grabbed his Twintwist Blade to swing and deflect the attacks. As his eyes glowed brightly in green, the blades activated and unleashed Wind Storm to block and direct the attack back at the dragon's face. He was shocked and surprised of what he saw. After some thinking of how he did it, he smirked determinedly as he has figure it out. The dragon recovered and charged straight at TransMechanoid, whose eyes are glowing in green again while armed with his Twintwist Blade. He pounced on him. He managed to kick him off. Using Jet Judo Skills, TransMechanoid activated and engaged Storm Clash against Dragon Deathsaurus, who swiftly struck his claws back at him. Both of them swung and struck blades against each other for few rounds.

Kicker, Sari and N.E.S.T. Strike Team got frustrated and annoyed as they were firing their blasters and tanks at Overload, who was happily and playfully dancing around like he was in a stage. He even acted out dramatically and emotionally crazy as well. This is driving them crazy and mad.

"I really can't stand with this bastard!" Kicker snapped angrily while madly firing at Overload.

"Language!" Sari snapped firmly while firing her blast, "There's gotta be something we can take him out. How on earth did OP and Bee beat this guy?!"

"OP?! As in Optimus Prime?!" Overload asked angrily and annoyingly yet dramatically, surprise the human soldiers. He groaned, "Where is he?! I want to make him pay for what he has done to me! Not only he has defeated me, he ruined me! My perfect career as the top spy among Squadron X is gone! Lord Megatron punished me! Humiliated me! Demoted me! I became part of this useless brute club that holds no appreciation to my acting skills! If you don't bring him here now, I will-!"

BOOM! Overload yelped in pain as he has his head got scratched. As he turned around, he found Armorstrike swung and slashed her katanas at his face, making him screamed in pain. She jumped and landed on the ground before her allies.

"Nice timing!" Sari cheered.

"We've got this under control," Kicker grumbled, prompted Sari to elbow him again. He groaned, "Thanks, witch."

"Well, we're a team. We work together to take him out," Armorstrike said determinedly. She turned and glared at Overload, who is recovering from scars. She asked, "What do we know about him?"

"Not much! Except he's really pain to our asses!" Kicker snapped angrily and frustratingly, "I know one thing for sure. He got really mad with OP a lot. Something about his career being ruined."

Sari nodded, "Yeah. Plus, his so-called acting is really bad."

"BAD?! BAD?!" Overload demanded angrily, "How dare you insult me?! Do you know who I am?!"

"You?" Armorstrike asked amusingly. She smirked slyly, "I'm afraid no one knows you. The only Overload I know is the Constructicon. That guy's really threatening. In fact, he's way better than you."

"Excuse me?!" Overload asked angrily.

Though not certain why she insulted Overload, both Sari and Kicker assumed that Julie has the plan. They decided to go along with her. Plus, they want to badmouth him because he really annoyed them a lot.

"Yeah! I mean you being part of Squadron X? As if!" Sari disagreed, "No way that Megatron and Barricade would ever let someone like you in because you're too stupid and horrible at acting and spying. I've seen someone better than you!"

Kicker chuckled, "Definitely. I mean you can't even land a punch on us. And seriously?! You really wanna pick on us?! I mean, we're humans, not Autobots. That shows you can't even take on the Autobots or anyone on your size! Coward!"

Overload groaned angrily as he was being insulted. Armorstrike smirked, "Face it, Overkill. The reason why Optimus Prime never want to face you because you're not worth his time. You're just a washout, Overkill!"

Overload screamed angrily, "That does it! I will rip you apart! No one insults me! And my name is Overload, not Overkill!"

Just as Overload was about to attack, the N.E.S.T. Strike Team used and fired the tanks on him, pushing him back at once. Though frustrated and annoyed with the attacks, he endured and withstand them. Just before he could do anything, he found Kicker and Sari are armed with advanced Cybertronian Bazooka while Julie is inside Mechamorph Tank-like. Their weapons are charged up, they aimed their weapons at him.

"Scrap!" Overload commented in shock. Julie, Kicker and Sari fired their bazookas and Mechamorph Tank at him. He screamed in fear, "Not the face! Not the face!"

BOOM! Overload got blown out and thrown off to the ground. The N.E.S.T. Strike Team cheered wildly and excitedly as they have won the battle.

"Nice one, Julie!" Sari cheered as she gave a high-five to Julie. She turned and looked at Kicker, "Well?"

"I'm still mad after what happen to my eyeball," Kicker grumbled. Julie looked down in shame. Sari patted her back while glaring at him. He sighed before smiled warmly, "But nice job, kid. Thanks for the save. No worry about blowing you up."

"I'm not sure he's cool or sarcastic especially his smile," Julie commented in concern.

Sari giggled a bit, "That's how he is. Be thankful that he doesn't try to be nasty."

Overload screamed angrily and wildly, scaring Julie and her allies. And just as he was about to stomp on them, his chest got shot by powerful cannon-like blasts three times. Suddenly, a large claw slammed on his face before it activated the electrical surges on him, knocking him out of conscience. He fell to the ground hard.

Julie and her allies turned back as they looked up and found Lockdown stood on top of the hill. They were in shocked and surprised that the bounty hunter actually helped them out. To added more surprise, he threw the butterfly necklace at Julie, who quickly grab it. She and her allies looked at it, to their confusion.

"What is this?! Some kind of mind control device or want me to kill someone?!" Julie asked in annoyance.

"Consider a perfect gift from your mother," Lockdown commented firmly. He smirked, "And of course, you'd better get stronger and powerful as much as you can. So, you don't have to rely on your boyfriend so much. I hate to be the one to take his life and his Omnitrix."

His threats shocked yet angered Julie and her allies. Just before they could do anything, the Groundbridge Portal opened for Lockdown to turn and enter it. The portal dispersed and disappeared at once. Most of her allies remained firm and confident that they do not believe in his threat. Julie then looked at the necklace as she couldn't help but feel uneasy and worried about Ben's welfare.

The Seekers were battling and fighting with each other fiercely and determinedly. Acid Storm went mad and psycho for firing and unleashing the barrage of laser beams upon Slipstream, who swiftly and firmly to dodge and evade the blasts for few times. She dashed straight at Acid Storm, who panicked and continued firing at her but only missed. Just as she appeared before him, she gave a nudge on his gut before grabbed and slammed her to the ground hard.

Thrust and Skywarp were still at the duel with each other fiercely and determinedly. They both swung and struck their blades at each other for couple of rounds. They then clashed their blades for the moment. Unknown to the warrior, the Decepticon Seeker quickly stomped on the former's feet before nudged on his stomach. He then swung and struck his maces on him for couple of times before swung and knocked him out to the ground. Thrust grunted in pain as he struggled to get up but he got blown away by Skywarp's Bazooka Canons.

Starscream and Thundercracker were facing and glaring at each other angrily and firmly. They both charged in as they swung punches and claws at each other determinedly for couple of times. Either side are evenly matched. Just as Thundercracker was about to swing a punch on his former brother's head, Starscream dodged down before firing his missile at him to blow away. The Commander charged in as he swung and struck his claws at his former brother's chest and head, and then fired his missiles again on him. He dropped and fell to the ground hard. Acid Storm and Thrust were thrown on his side. Starscream, Skywarp and Slipstream were gathered as they armed and aimed their weapons at him.

"Goodbye, brother!" Starscream said firmly and dryly, "I'm truly sorry!"

Just before Starscream and his Seekers could fire their weapons; Moonracer, in her motorcycle, dashed and came to Thundercracker and his friends' side. She then activated her force-field barrier, which then deflect and knocked the Decepticons out. This surprised and shocked the team.

"Y-You saved us?" Thrust asked in surprise.

"Yeah." Moonracer smiled sincerely, "After all, we maybe were enemies, but Autobots will never let deserters get harmed. And I'm sorry about brothers. I wish it was different."

Though still held a grudge over the loss of his brothers, Thrust sighed reluctantly, "Thank you, Moonracer."

"Too bad, this ends!" Starscream exclaimed angrily.

Moonracer smirked confidently, "Think again! Guys! Now!"

As ordered, the Stormbringer Cruiser has activated and armed with their turrets and arsenals. They all aimed at the Decepticons including Starscream's Seekers and Blackout's Heavy Brigade. They unleashed the barrage of firing lasers on them, killing most of Vehicon Troopers and the blasts also hit Flamesnort badly. This even allowed Autobots, Ben 10, Julie and their allies to push and repel them at once.

Starscream groaned, "Scrap! Can't hold it long!"

"Agreed! We must retreat!" Blackout exclaimed in frustration as he contacted his ally, "Soundwave, bridge us out now!"

As commanded, the Groundbridge Portal appeared behind of the Decepticons. All of them quickly make their escape towards it at once. Starscream's Team and Blackout's Team excluding deceased Rampart and unconscious Overload. Vehicon Troopers were only 20 left. Seeing their enemies have retreated; the Autobots, Ben 10, Julie and their allies cheered out wildly and happily for winning and surviving the battle.

"Looks like we survived this again," Thrust said in relief.

Acid Storm smirked madly, "Yeah! We sure show them. But seriously, we should be thankful of Autobots' saving us."

"Indeed, it is…" Thundercracker agreed. He turned and looked at Ben 10, Julie, the Autobots and the rest of their Human Allies have gathered and regrouped while cheering wildly and happily. He hummed thoughtfully, "Still how long can we stay hidden and remained neutral?"

"What are you saying?" Thrust asked in concern.

Thundercracker sighed, "I'm going do what I should have done in the first place. To do the right thing…"

---

After completing his mission, Lockdown made his return to the Quintesson Hidden Base. He made the report to Quintessa of his success. She smirked pleasingly of it.

"You have done well, Lockdown. I'm sorry that you did not have the chance to take Ben 10 out," Quintessa said sincerely and calmly.

Lockdown scoffed a bit, "Do not worry. I'll get it another time. Still, I doubt J579 would accept your gift easily. And not to mention, I believe they came to Thundercracker, so that they can hack and access the information. They might able to remove programs that allow you to control her."

Quintessa smirked, "That matters not. The programs they removed are meant to throw them off guard from my true purpose for J579."

"So, what's next now?"

"We wait and watch her journey progress and evolved. Her destiny is inevitable."

---

After the fierce battle against both Starscream's Seekers and Blackout's Heavy Brigade; Ben 10, Julie and their allies made their way back to Secret Sanctuary. And to their surprise yet relief and happy, Thundercracker and his forces have agreed to join forces with the Autobots, and will help them to protect the neutrals and refugees from harms to atone their sins. Overload was put in stasis pod at the dungeon, along with some captured prisoners of war.

Now the details behind Julie's Pretender Model has revealed; Ratchet and Thundercracker provided the instruction to Mika, technicians and surgeons, and even Ben as Grey Matter to operate and removed some programs from Julie's brain. And at the same time, Perceptor was checking and analyzing on the necklace that Lockdown has given to her, making sure no tricks or program inside.

Hours have passed, the technicians and surgeons have succeeded the operation. They have removed 'Possession', 'Reboot', 'Voice Command', 'Onslaught' and even 'Self-Destruction' programs. They even inserted the newly firewall program in brain for safety precaution, despite Ratchet's opposed and concerns. After the operation, Julie seemed to be normal and well, and no sign of side effect on her condition.

Everyone has gathered at the command center as they made contact with Optimus Prime and reported to him over the latest update.

Optimus Prime smiled warmly, "I am pleased to hear this update. I'm glad that the programs have been removed from Julie's mind. Quintessa will have no control over her against her freewill." He turned and looked at Thundercracker and his officers. He continued, "Thundercracker, Thrust and Acid Storm, thank you for accepting our offer. We are honored to have you on our side."

Thundercrackr nodded, "Your welcome, Prime. I thought leaving the Decepticons and not participating in the war would protect and keep my people safe. But I was wrong. Now that Megatron know we're alive. So, it is best to side with you and atone the sins."

"I am certain that you all will," Optimus Prime said in relief. He continued, "There's more. Magister Tennyson and I have assigned Bluestreak as Julie's guardian and also member of Team Ben, just making sure that no Decepticons and Quintessons would harm and capture her. We have spoken with her parents. They agreed as well."

"Wow. That's sound good news," Ben said warmly and calmly before he frowned, "I just hope he doesn't bore me to death like Rook about rule and regulation."

Julie bowed humbly, "Thank you, Optimus Prime. We appreciate it."

Optimus Prime smiled, "Your welcome, Julie. We are a team and also friends. We looked out and protect each other while fighting against the common enemy."

"Speaking of common enemy," Perceptor called out as he arrived and entered the command center. He then held the butterfly necklace, "I have scanned and analyze the necklace. And surprisingly, there's nothing in it. No programs or devices inside."

Everyone looked surprise and confused. Ratchet asked, "Are you certain, Perceptor?"

"Indeed, I have. There's nothing in it. It's just an ordinary butterfly necklace," Perceptor confirmed while passing it to Julie.

"Very odd. Why would he give her a necklace?" Ben asked.

"Maybe a birthday gift?" Bulkhead asked curiously. Everyone looked at him. He yelped, "Well, I mean, she is Quintessa's creation. So, she should be care about her. No offense."

"None taken. But I sincerely doubt it," Julie said calmly. She held it for the moment, "Whatever it is, I'm sure she has the reason to do it."

Arcee nodded, "Yeah. Better watch yourself with it, kid."

Julie nodded in agreement. Just before she could put the necklace on, Ben took it as he helped putting it around her neck. This made her blush a bit while holding his hand for being romantic to her. Both of them then gave each other a warm and passionate kiss.

This prompted nervous Bulkhead held his hand to block Miko and Raf from looking at the scene. Moonracer sighed happily while Arcee smiled and giggled a bit about the scene. The rest of their friends just shrugged in confusion about it.

"So, how's your team-up with her? You didn't try to kill her, right?" Mika asked playfully.

Kicker sighed while leaned against the wall, "Nope, I didn't. And she's cool too. But I meant what I've said if anything bad happens to her. I have to take her out."

Mika scoffed a bit, "Well, you don't have to do that anymore. After all, there are no programs inside her brain. There is no way Quintessa could do the trick now."

Unknown to anyone especially Julie, her right hand was reacting strangely and unusually. It slowly mutated and formed more of metallic parts, covering her whole upper right hand, and then half of her torso and also nearly around her neck. What was that about?

---

After they have returned to the Nemesis, both Starscream and Blackout made report to Megatron, who was annoyed and disappointed about the event.

"This is most unacceptable! Yet again, we have lost two warriors to the Autobots. Not only you have failed to terminate Thundercracker and his remaining forces, you allowed them to join the Autobots," Megatron said angrily, "This will certainly make things difficult for us now."

"Please forgive us, master!" Starscream pleaded fearfully.

Blackout grunted while clenched his fists tightly, "I am willing to accept my puishment, my lord. But rest assure that if we ever see he and the traitors again, we will kill them at once!"

"You'd better be certain that you will, Blackout. And once Flamesnort is recovered fully, I want him to be transferred to the Decepticon Base to guard our seismic-shock warheads." Megatron said dryly and angrily. He then received the calling from his command control panel. He turned his attention towards it. He answered, "Yes?"

"Lord Megatron, it's Barricade," Barricade's voice called out.

"I hope you have some good news, Barricade," Megatron said dryly yet firmly.

"Indeed, I have, my lord." Barricade answered calmly, "Bludgeon has located and infiltrated the Plumber's Headquarter as the new cadet. Nightbird has downloaded and gathered the information we know about the Plumbers. She is now rejoined with Bludgeon. Dead End has joined the Ravagers. Spinister is searching and gathering the intel involving of Autobots and N.E.S.T. Strike Team within S.E.C.T. as we speak. As for me, I'm now working for the cops, keeping my optics out on our 'friends' and waiting for them to make the move."

Megatron smirked in pleased, "Excellent work, Barricade. Perhaps, this is not loss after all…"

---

Inside the Plumber's Headquarter; Grandpa Max, Tetrax and Rook led their guests to the Prison Basement. Optimus Prime, Ironhide and Bluestreak looked around of their surroundings as they have never expected to see many prisoners in the prison cells especially when it comes to the humans as well.

"I did not expect to see some humans here," Optimus Prime commented in surprise.

"Well, these humans are too dangerous and manipulative for authority to handle and hold them in the prison," Grandpa Max explained firmly and calmly, "So, all the prisoners have been transferred here because Plumber Headquarter's security is very tight and impossible for them to escape. Even if they did escape once or twice, we double the security and made sure it never happen again."

"I see." Optimus Prime commented in surprise.

As they were passing by couple of prison cells, they came across to Vilgax's cells. He seems to be smiling impressively and amusingly while looking at Optimus Prime. The Prime noticed him, feeling uneasy and disturbed by him especially he looked very familiar to him as well.

"Magister Tennyson, it seems your prisoner has interest in me," Optimus Prime said in concern. This alerted Grandpa Max to turn back. He turned and looked at Vilgax, "You don't seem to be surprise to see me."

Vilgax smirked, "Let's just say that I've come across to one of your kind before. In fact, I was trained by him."

"What's that supposed to be mean, Vilgax?" Grandpa Max asked suspiciously, "And how do you know the Cybertronian much?"

"The Cybertronian I met is Megatron, the Lord and Master of Decepticons. And he was my mentor, Optimus Prime," Vilgax mocked.

Everyone was in shock and disbelief of what they just heard. Optimus Prime muttered in disbelief, "You met Megatron?! And he trained you?!"

Unknown to anyone, an older Revonnahgander Cadet with tattoos and a female Japanese with purple colored length hair to her shoulder with black mask around her mouth worn Plumber Suits, have witnessed the conversation. And at the same time, their bodies seemed to statically fading and revealing their metallic true form.

"It appears we have found an interesting prisoner, Bludgeon." Kunoichi said calmly.

The Revonnahgander nodded firmly and amusingly, "Indeed, Nightbird. Barricade and Lord Megatron would be pleased to know about his student is here."

END…

Review and Suggest…

Main Casts:

Johnny Yong Bosh: Ben Tennyson

Kelly Hu: Julie Yamamoto/Armorstrike, Ship

Jeffrey Combs: Ratchet

Sumalee Montana: Arcee

Kevin Michael Richardson: Bulkhead

Graham McTavish: Thundercracker

Steve Blum: Starscream, Heatblast

Fred Tatesciore: Blackout, Ultimate Humungousaur, Ultimate Cannonbolt

Secondary Casts:

James Remar: Sideswipe

Tara Strong: Sari Sumdac, Moonracer, Slipstream

Joshua Seth: Kicker Katakura

Michael Dobson: Thrust

Roger Craig Smith: Acid Storm, Switchblade

Richard Epcar: Skywarp

Tania Gunadi: Miko Nadakai

Andy Pessoa: Rafael Esquivel

Minor Casts:

Frank Welker: Megatron

Darren Norris: Knockout

Paul Eiding: Perceptor, Max Tennyson

Colleen O'Shaughnessey: Mika Suzuki

John Swasey: Deathsaurus

Robin Atkin Downes: Flamesnort

Dave Fennoy: Overload

Dee Bradley Baker: Big Chill/Ultimate Big Chill, Ultimate Jetray, Ultimate Goop

Phil LaMarr: Lodestar

David Kaye: Gravattack

Jim Ward: Cybertronian

Eric Bauza: Eatle, Rampart

Brent Miller: TransMechanoid

Cameo:

Peter Cullen: Optimus Prime

Keith David: Barricade

David Wald: Vilgax

Greg Abbey: Bludgeon

Felicia Day: Nightbird

Author's Notes:

1) Thundercracker's betrayal and deserted the Decepticon's Cause is based on his IDW Counterpart involving of him questioning the cause, stopping the nuclear strike on America and also befriending and petting Buster. And originally, I wanted to add in the 'scriptwriter career' and he's both Creator and Executive Producer of 'Ben 10 the Shows' that aliens listen and watched the show.

2) Originally, Spinister was supposed to be part of N.E.S.T. Strike Team and is responsible of locating Thundercracker's location and sabotaging the ship before got killed. But it wouldn't make sense of how he found out about it so quickly. So, replacing him with Slipstream is good choice as she was searching and hunting down the traitors.

3) Lockdown was supposed to fight Ben 10 and tried to take Omnitrix but chose not to. I mean, even though he's a bounty hunter and always want to get upgrade, he's not dumb enough to fight so many enemies. So, I decided to make him 'protecting Julie from shadows' but only when opportunity present itself for him to take down Ben 10.

4) I'm also aware of Squadron X and Decepticon Heavy Brigade are designed to be combating the Wreckers. However, comparing to both group, the Heavy Brigade did a better job of dealing the Wreckers in Animated while Squadron X got beaten and killed off easily from IDW. In Code Prime Version, Iron117Prime's Squadron-X done much better job of fighting Wreckers. For this version, I decided to differentiate them such as Barricade's Squadron-X is the team of super spies and infiltrators while Blackout's Heavy Brigade is the black ops and perfect counterpart to Wreckers in TFP only.

5) Almost forgot important detail - Ratchet mentioned about Cybertronian History to Raf and Miko is the reference to not only Transformers Prime I-IV, but also 'A Lesson in the Importance of History, written by Lnzy1.