Ratchet scrubbed his helm with the flat of his palms. Everything had gone to Pitt.

He went through the motions of repairing the damage done to Ironhide. Although in critical condition, Ironhide kept blabbering on and interjecting into the impromptu meeting being held in his Medbay as if he hadn't been thrashed by Megatron himself. The meeting was led by Prowl and Jazz and consisted of everyone left standing after the battle. It just so happened that everyone needed repairs, thereby his Medbay was as good as any war room at that moment. The short end of the scrapped list meant the Twins were out of the meeting, self-regenerating on berths nearby where he could keep an optic on them.

"Your suppose to be critical." Ratchet snipped at Ironhide at length. "Will you pipe down and at least pretend that you are."

Ironhide's only response was: "I've had worse."

"Tch."

Ratchet couldn't muster the spark to say anything else. He scrubbed at his face and tried not to think or let his optics drift to the berth in the center of the Medbay with a long solar blanket draped over it. He tried not to think about Prime- but he was on everyone's CPU.

When the Decepticons had fled and Ratchet had finally made it to Optimus Prime's body he had dropped to his knees. Decapitation, head missing -taken as a trophy by Megatron he assumed-chassis smashed beyond repair...

His spark went out to Phage trying to tackle that all on her own. She had tried and tried so hard. But seeing the damage firsthand Ratchet knew it was well beyond her understanding to repair. He should have been there. It should have been him.

His longest and oldest friend-terminated.

Ratchet's head still spun at the information. 'How?' was the repetitious word cycling over and over again through his CPU. How could it have happened? How could Megatron have beaten Prime. How?

Ratchet was craving a tall glass of high grade. Something strong enough to knock him out. Maybe when he woke up from this nightmare everything would be right again – or worse. Maybe he'd wake up and Megatron would be in charge.

Ratchet's thoughts drifted darker and darker just as he found his attention drifting in and out of the racket that was the meeting.

Optimus Prime-terminated.

Ironhide-critical condition.

Sunstreaker and Sideswipe...would be critical and a concern on his conscious if the two hadn't had twained sparks. Mostly he ignored them.

Phage-gone.

Everyone but the Aerialbots (who hadn't been present) could confirm that Megatron had taken her hostage. His fuel tank turned sour. He pinched the bridge of his nose between his optics and cycled air through his systems.

Morale was so low it was in the Pitt and it clung like one of Smokescreen's clouds to the air.

"This is a mess!" Prowl was raging. "That entire battle was a disaster! What in Vector Sigma happened out there?"

"Soundwave cut transmissions." Jazz snipped. "Nobody knew what was happening between Optimus and Megatron until it was too late, Prowl."

Prowl pinched the bridge of his olfactory. "And Phage?" he heaved a collective sigh. "What happened with that?"

Spike licked his dry lips. "We were watching the battle from inside Teletraan-1's command center. We saw that Prime was in danger and that nobody could be reached."

"So you charged off." Prowl concluded. "And Phage," he stressed her name, spitting it out sickly, "reached Prime before anybody."

Nobody commented how he stressed her name.

"Nobody else could. It was too late Prowl."

"Nobody else could." Prowl mocked. "Nobody else. Nobody who could transform and drive could reach him but Phage the android could running."

"Cool your engine, Prowl." Jazz snapped back. "We were all priorly engaged. Nobody had communication."

Off to the side of the collective Autobots, Trailbreaker sat on a medberth somber and grave. His windshield had yet to be replaced. In his hand he slowly spun and examined a shard of his windshield with Phage's lifeblood on it for a hundredth time. At her name he suddenly looked up.

"Phage said something to me that didn't make sense."

"What was that?" clicked Prowl brusquely.

"She said she didn't have the Matrix."

The low key grumbling settled into an uneasy silence.

"Was this before or after she went through your windshield?"

Trailbreaker glared at Gears. "Before, you aft."

"Hey, I'm just asking what everyone was thinking."

Optics looked to and fro and settled finally on Prowl and Jazz. Even Ratchet had looked up. The two officers looked between each other just as puzzled.

"She was trying to tell me something too. It must have been the same thing."

Prowl whipped his head around to the Chief Medical Officer. "Ratchet? Ratchet?"

"What?"

Prowl's jaw set. "You're sure Phage has the Matrix?"

Ratchet ducked his head back to his repair work. "Yes." came the forlorn response. "It's gone from Prime's chest cavity. It's the only conclusion."

"Prime could have left it secured somewhere here at the Ark!" popped off Bumblebee hopefully. "If we can find it-"

"He wouldn't." Ratchet said. "The Matrix is always with him."

"Besides," Hound quickly put in, "I could smell Matrix energy all over her. She came into contact with it."

"She does anyway during routine quartex maintenance on Prime." said Ratchet lamely.

"This was fresh." Hound persisted.

"Well now Phage and the Matrix are gone." stated Prowl tersely.

Ratchet nodded slowly. "And now their gone. I don't know what Phage was playing at. The only logical conclusion is that she took it."

"And Megatron has Phage."

"That's the high and low of it." sighed Ratchet.

"We should just surrender." optics snapped to and burrowed into Gears. The minbot glared defiantly back. "I'm serious. We're not fighters like the Decepticons. The majority of us need repairs. Ironhide's going to terminate-"

"Like Pitt ah am!" growled Ironhide as he slammed his fist into his medical berth. "Not before I bash Megatron's denta in."

"I'm right there with Ironhide." Cliffjumper growled. "I say we all go down fighting."

"Shut up or I'll wield your lips together." Ratchet threatened with a dull edge. Nobody was really sure who he was addressing.

"-and Megatron has the Matrix!" Gears ground on. "Megatron could be raising an army this very moment!"

"I think we should at the very least listen to what Megatron has to say." Windcharger moaned. "What's the harm in that? Consider all options."

"The harm in that," Prowl growled, a tick forming under his left optic, "is half a planet at war! Or have you forgotten!"

"I just meant-"

"Phage has the Matrix." Jazz cut in. "Not Megatron."

"Megatron has Phage." Gears shot back. "He will break her in a nanoklik." he snapped his fingers together to literate his point. "She's not trained against interrogation and the Decepticons can be very persuasive."

"No," said Spike suddenly, "but she can phase."

"Nobody's trained her for that either, thank Primus." Ratchet sighed heavily, shaking his head. "I'm so glad she listens when she's told not to do something. "

Ironhide glanced up at him. "Was that supposed to be aimed at me?"

Ratchet continued to mutter as if he hadn't heard him, "Last thing I need to worry about is phase rot."

"Even if we had dared to train her to use her outlier ability," Prowl theorized, "where could she go? She can't transform. She can't outrun them. Her phasing means nothing."

The permanent frown that had settled on Jazz's lips throughout the meeting slowly morphed to a bad taste in his mouth. "She has been though."

Prowl's head swung around to Jazz so fast that the servos in his neck popped. "What?"

So did Ratchet's, who echoed Prowl's exclamation with much more gusto. "What!"

"She has been phasing." Jazz's attention snapped to Spike. Even behind the visor, Spike felt the intensity of Jazz's glare. "Isn't that right, Spike?"

Spike shifted uncomfortably under the scrutiny of every Autobot optic, and his fathers. It was a hell of a way to feel like a teenager again caught breaking curfew than a grown man pushing late-twenties.

"Err-yeah. Yeah she has."

"Go on, Spike." Jazz clicked tersely. Spike couldn't understand why the revelation had Jazz so pissed. "Elaborate to everyone what the two of you mentioned to me when Phage phased from Motormaster's trailer."

"She's been practicing! Good lord," Spike snapped back, "why does it have you so pissed off?"

A clatter came from Ratchet. He had dropped his laser scapel. The medic's hands were stiff, his face long. Ratchet whirled on the group, optics burning fierce.

"Why-?" Ratchet couldn't finish the sentence he meant to begin. He was so flustered that Prowl tentatively picked up where the Chief Medical Officer could not.

"Explain. Now."

"Son."

Dear god, Spike thought. Even his father. Why did his father have to say it like that.

"Phage has been practicing on her own." Spike rushed to spill it all out. "She came to me asking that I watch her in case something went wrong, like when she first discovered she could phase and got her arm mashed into a wall." All Autobot optics burned unrelenting into him. "She made me promise not to tell."

"Humans and promises." Prowl hissed.

Ratchet had picked up his laser scalpel to resume repairs but snapped it in half at the revelation. The noise and perusing electrical discharge of the crystal shattering was like a gunshot that drew every optic to him. "How. Long?"

Spike shrugged. "A year?"

"That's... not possible." Prowl's face screwed up as he blinked. "Active phasers don't last a quartex."

"A month?" It was Spike's turn to blink. "I don't understand. Why not?"

"Let me put it into layman's terms for you Spike, since when I say phasing is dangerous it doesn't translate well enough." Ratchet all but growled through gritted teeth. "To enter a leap, as is the technical term for a phaser's jump-a jump referencing the completion of a leap successfully-requires the phaser to accelerate every atom in their body. This is not the same as if you were to just run, or drive, or jump on a hover cycle. Phage is literally going from standing still to expending an outrageous amount of energy to force the very atomic structure of her body to accelerate to something akin to lightspeed so she can slip between the very foundation of what you and I consider solid reality. This is a problem for a multitude of reasons. One, not every atom accelerates. Two, not every atom de-accelerates on exiting a leap. She could easily loose half her mass performing just one jump! When that happens an active phaser contracts something known as phase rot.

"Let me be clear: it is not pretty and it is not a kind death. While the Decepticons ran the phaser programme back on Cybertron I had to treat a phaser that we caught after a failed assassination attempt on Prime. The mech was degraded to such a point his body-what was left of it- was as weak as if he had taken a shot from one of Cliffjumper's glass gun bullets. The state of his mind was little better. He was raving mad. A lunatic by the time he ended up on my table."

"What did you do with him?" Sparkplug asked tentatively.

Ratchet's optics never left Spike. "There was nothing left to save. The Decepticon died on my medberth."

"What Ratchet is trying to say," Prowl began in his calm collected manner, "is that all the phasers went insane within the span of a quartex. Sometimes sooner. Sometimes later. All of them Megatron used with devastating efficiency."

"That's-bad."

Ratchet's optics flared fiercely and he snapped, "Are you trying to be funny right now, Spike Witwicky? Because this isn't a laughing matter."

Spike threw his hands up in front of him as if it would successfully ward off the enraged chief medical officer. "Don't shoot the messenger! I'm just telling you she's been doing it a year."

"And I'm calling you a liar, Spike Witwicky!"

A wrench went spinning through the air and struck Ratchet in the chest. The medical officer's head whipped around so fast his neck cables popped. Sparkplug was glaring death up at him. "You take that back about my son this instant, Ratchet! You know damn well Spike isn't a liar."

Spike schooled his expression into a mask of hard stone. "If you don't like what I have to say now Ratchet, then you really aren't going to like the rest."

"Enough!" Prowl roared. "Spit it all out now, Spike!"

After a moment to gather himself, Spike began, "I swear on my life she's been practicing a year and," his eyes bored into Ratchet, "She's really good at it. Phage has learned to phase parts of her rather than all of her. That's just the start. You should have seen her when she went at it running."

The Autobots gaped between one another and muttering broke out.

"Running?" Prowl echoed incredulously.

"Yeah. She wanted to see how far she could push herself. You know how she is. So, one day she decides to go at it running through a series of rooms and back. It was something to see! Reminded me of Shadow Kat from-"

"Where was this?" demanded Prowl.

"Here. Beneath the Ark's core. She always practices in the defunct sectors so she doesn't accidentally phase into someone."

"There's no active cameras down there." Jazz murmured.

Prowl frowned and threw an irritated look to Jazz. "And that would explain why we thought the Ark's core has been on the fritz." Prowl's attention snapped back to Spike. "Do you know how many times we've had to go down and run maintenance?"

"Is that a rhetoric question or-"

"Who planned the exercises beneath the Ark's core? Was it Phage or your suggestion Spike?" The frown had only deepened on Jazz's face.

He was almost afraid to say. "Phage. It was all Phage's idea."

Prowl and Jazz looked between each other, expressing an entire conversation in just that one look. Spike thought he understood the gist of it: Phage wasn't as straight and narrow as they thought.

He could have told them that. She had always had a mischievous streak, even as Alice. Especially as Alice. Going behind their backs to test the limits of her outlier ability was like glimpsing a bit of his old cousin.

Ratchet's optical ridges knitted together. "She was running between rooms? Where was she getting the energon for that?"

"Pfth. Have you seen how much she drinks? She could give Trailbreaker a run for his money."

"Hey!"

Ratchet rubbed his face. Prowl began messaging his temples.

"That can't be phasing." Prowl said suddenly. "She can't be phasing. You must have misdiagnosed her outlier ability, Ratchet."

"She's not teleporting." Ratchet shot back, feeling affronted.

"If she was phasing she would have had phase rot ages ago."

"I did not misdiagnose it!" Ratchet gestured to his arm. "You remember I had to detach her arm from the wall?"

Prowl grunted.

Huffer suddenly muttered from the gathered Autobots. "It wasn't that bad. Just the surface."

"We'll discuss it later." Jazz announced abruptly, reeling the meeting back in. "But this gives me an idea."

"I'm all audios." said Prowl.

"I'll assemble an extraction team."

A round of incredulous and weary looks flashed alternatively between the assembled Autobots. Low murmurs of protest followed. Jazz's mouth hung open incredulously. Prowl looked aghast at the backlash. Spike and Sparkplug looked ready to disassemble some Autobots.

"We have to rescue my cousin!" Spike shot back angrily at the Autobots. "There's nothing else about this!"

Gears did not miss a beat to snap back, "She hasn't been your cousin since Alice was abducted."

Sparkplug and Spike whirled on the Autobot. "You take that back." Sparkplug growled, threatening Gears with his meaty hands. "I don't care what form my niece comes in, flesh or transorganic. She talks like Alice. She has Alice's memories. She is my niece."

"That's wonderful, Sparkplug, but I'm rolling with the media. I think she's still a very confused android."

Sparkplug's face went beat red. Jazz slammed his fist on a med-berth doubling as an impromptu command table. "Gears! Cut the slag talking and focus on what's important at hand! Phage needs to be rescued. We need to discuss an extraction operation."

The rounds of protest grew louder from the Autobots. Out of them all, Bumblebee tried to be a voice of reason to pacify the situation.

"Nobody here is ready for that kind of operation. Not on a full scale like we've done before to extract Carly or Spike from the Decepticon sea base."

Prowl's features softened. "Not yet. Ratchet, what's the ETA before everyone's fully operational?"

"Tch. Is that a joke? I'm understaffed and overworked! I expect it'll take me a decacycle to finish all these repairs."

"Ten days!" Spike protested carding his fingers through his mop of sweaty hair. "Phage doesn't have ten days!"

"Nobody does." said Prowl somberly. "Megatron will have her broken and the Matrix in hand in less than one."

"What if just Bumblebee and me went?" Spike suggested. "A small team?"

"No!" Sparkplug whirled on his son. "The stakes are too risky for you, Spike."

"If nobody tries then we're all dead anyway."

"Spike," Sparkplug's expression drew hollow. Each name he uttered he tacked off a finger. "Radar, Buster, Alice -I can't lose you too."

"Dad, someone has to do this. Last time Megatron had the Matrix he raised the Stunticons and before that the Combaticons and Constructicons. We have to rescue Phage and get the Matrix back."

Sparkplug's head hung low and nodded slowly. His silver hair shone in the Medbay light. He was simply too weary to fight the issue.

Spike squeezed his father's thick strongman arms. "Dad, I'll be careful. I'll have Bumblebee with me."

"Bumblebee can't always protect you."

Spike's lips pressed into a thin somber line.

"We have volunteers then." Prowl said slowly. "Anyone else? We'll try a small extraction team. We have to hit them hard and with precision."

Spike whiped around swiftly. "We don't need force. We can do this quietly. Megatron and the Decepticons won't even know we were there."

Prowl quirked his head. "I'm listening."

"We track Phage's position and narrow in. We contact her through her comm-link, if possible, and she makes a run through the Decepticon base to us."

Prowl blinked. "That -could work." Then, he nodded once. "Alright. Alright. Bumblebee, Spike, Jazz, Jetfire and Aerialbots, you'll be the extraction team."

Jetfire blinked repeatedly. "Me?"

"You'll transport Phage and the Matrix back here to safety. The Aerialbots will provide cover in the event the Seekers give chase."

The mechs nodded.

"We can do this." Jazz said enthusiastically. "We can pull this situation around."

"Do it. And make it fast." said Prowl.

"It'll take a little while to prep."

"Take the time you need, Jazz. You're leading the operation. It has to be perfect. Any slip up-"

"Hey, give me two cycles and we'll head out."

"Affirmative."

Once the designated mechs left the Medbay to equip for the upcoming extraction mission in the armory, Ratchet leaned over inconspicuously to Sparkplug. Gently, he patted his comrade on the back.

Sparkplug's brown eyes rose up slowly to meet Ratchet's.

"You haven't told Spike yet." he said softly.

"Not now." Sparkplug gave a long sigh. "Later, when everything's right again."

"You said later last week."

"Ratchet-"

"My original offer still stands." Ratchet said quietly. "Wheeljack and I would just need to go over a few details."

"I...just don't know, Ratchet. I need more time to think everything over."

His hand left Sparkplug's back. "Whatever you need." There was a moments pause between them then, "Can you hand me that laser scalpel?"

Wheeljack meandered his way over to them. "Do you need a hand with repairs, Ratchet?"

Whilst the Autobot forces bickered and others stewed in their remorse, a small shape stirred outside the smashed glass viewport that stretched half the Medbay's wall. Obscured by the deep shadows of the dormant volcanoes caldera, Laserbeak spread his wings and glided off. Silent as a slip of a shadow, the sleek Decepticon bird of prey flew from the Ark and winged his way back to the Decepticon base.

"You aren't really going to terminate her, are you Boss?" inquired Rumble.

Megatron remained tight lipped with his optics transfixed on the far horizon. If he had heard the Minicon, he gave no indication.

"Mmm," put in Frenzy. "He's mad alright. The flight hasn't even cooled his temper. If I may, Megatron, I think you have every right too."

"I think it'd be a shame is all. Did you see her run across the battlefield? She's practically protoform. She has my respect."

"I saw you miss your shot." snickered Frenzy.

"Protoform!" Rumble reiterated.

Frenzy rolled his optics.

Rumble articulated an indistinguishable noise of frustration.

"I nicked her face." Frenzy announced suddenly.

"Should have been a better shot and got her in the head." shot back Skywarp. "We wouldn't be in this predicament!"

Frenzy puffed up. "Hey! I saw you strife her! What about that?"

"Wasn't me."

"Slag it wasn't."

"It was Thundercracker."

"I was aiming for those annoying Autobot Lamborghini's."

"Missed on that then too." snipped Frenzy.

"You didn't nick her face." Rumble suddenly said.

"Yes I did!"

"There is no mark on her face."

"I did!"

"Sounds to me like you all need to hit the shooting range." Starscream cut in. "Maybe then we wouldn't have had to retreat!"

"Don't pin this on us, Starscream! It was a long battle."

"Long? Hah! I can recall dozens of battles back on Cybertron that would put that to shame!"

"I'm not going to terminate her."

Megatron's abrupt announcement cut off all side conversations both vocally and over private communication channels.

"Yes!" Rumble pumped his fist and pointed at Frenzy. "Pay up!"

The other Minicon grumbled audibly. "Why?" No one knew if he meant it hypothetically or literally.

"Silence." Soundwave pitched in. "She's regaining consciousness."

The femme stiffened in Megatron's arms, face scrunching together as she came too. A little moan escaped her lips. Megatron's arms tightened around her in preparation for the inevitable struggle.

Phage's optics flew open the largest they could. Her almond-shaped optics fixated on him, took half a nanoklick to realize who he was, then frantically looked around. The fear that instantly soaked into her was satisfying to watch when she realized she was thirteen-thousand feet in the air. Instinctively, her arms latched around his neck cables. A round of mocking laughter rang out all around. Her cheeks burned blue. Uncertainly, Phage's arms snapped back to her breastplate and latched onto her long windblown braid. She wound her fingers around the tail of it and bit her bottom lip.

"Don't squirm." Megatron's voice cut through the roar of the wind howling all around them. "Unless you want to fall."

She stilled as if turned to solid metal.

Rumble cackled from nearby, "I hope you didn't have plans for the weekend!"

Her optics darted to Rumble. Those white lips parted then shut tight. Then, she looked down.

"Don't get any ideas." Megatron said plainly. "I have my doubts your transorganic body will survive the fall."

"Unlike us." mocked Frenzy.

"Why did you take me?" her first question, her vocals straining to stay neutral but pitching to shrill. "I told you I don't have the Matrix."

Megatron scoffed, his face becoming a mask of stone once again. "Do not insult me. I warned you I would not tolerate adversary."

"You were caught red-handed." Starscream reminded her, flying in vehicular form on Megatron's right. "Even if you don't have it, I'm sure Megatron can work out some sort of exchange for you and the Matrix."

"You overvalue her worth." Soundwave intoned. "None of the Autobots would exchange the Matrix for Phage -or for any one of them."

"Needs of the many." Megatron concurred. "Over the needs of the few. So you see, for your sake, you best have the Matrix because your Autobot unit will not help you."

"Where are we?" she was craning her neck, trying to catch a glimpse of the countryside far below. The ninety-degree change of subject left Megatron feeling slighted. Had she just ignored everything they said? He couldn't remember the last time anyone had willfully ignored him.

He blamed the Autobot Prowl for bringing up the Greenlight Accord.

He jostled her and felt satisfied with her curt scream.

The cruel and jeering laughter that followed from the Decepticons left Phage's cheeks burning from more than just the wind.

"We are near the coast." Megatron said as if nothing had occurred. "Nearly to our base."

An indistinguishable noise emitted from her throat but never fully took shape. Megatron eyed her curiously, noting how her hands had stilled and her face had become neutral.

"Whatever foolhardy plan your- Pitt!"

Abruptly she melted through his hands in a green shimmering light as she had done on the battlefield before.

Megatron came to an abrupt halt mid-flight and twisted around to track her trajectory. The green warping light dispersed from her body as quickly as it had enveloped it. He stared dumbfounded as she plummeted willingly through the air. The femme twisted around and straightened into a nosedive, increasing her speed and distance from them but shortening it to the ground. Half the Decepticon force transformed and had to double back to his position. Starscream was the first to arrive.

"You dropped her!"

"Don't be thick, Starscream." Megatron snapped. "She phased!"

"Again?" he gaped. "Where is she getting the energy for that?"

"Shouldn't we go after her?" Skywarp asked anxiously.

Megatron lifted his hand to stay him off. "Let her reconsider the folly of her action."

"I don't think she's reconsidering." Starscream's optics widened. "What is she doing?"

"Attempting an escape, obviously." Thundercracker blinked. "She can't fly can she?"

"No." said Soundwave. "Recall a stellar cycle ago that this same femme jumped off a cliff to escape me influencing her processor."

Starscream snorted with derision. "I remember. It's rare to see you shaken, Soundwave."

The mech's visor darkened in Starscream's direction. "She could have killed us both."

"How come you didn't stop her again, Soundwave? You were in her head why not, I don't know, stop her?"

The mech was silent a time, then; "Impulse thinking."

"Yes, yes." Starscream waved a hand. "We're all glad that you didn't become a drone. How did she survive again?"

"There was a waterfall."

"Uh-huh." Starscream tracked her trajectory with the other Decepticons. "There isn't one now."

"She's not afraid of the fall." Thundercracker remarked.

"It's not the fall she has to worry about, just the landing." Starscream commented.

"You know the saying, any crash you can walk away from..." piped in Skywarp.

"What is her angle?" Starscream remarked perplexed. "She can't seriously be hoping to survive a drop from thirteen-thousand feet! Even if she does where does she think she can hide?"

"She'll phase again." Megatron said abruptly, sounding impressed. While everyone had been engaged in small talk, he had worked out her gamble. "Shifting between planes like that will dispel all kinetic force." Megatron's optical ridges rose incrementally up his forehead. "It's no risk to her at all."

"That's insane." Starscream stressed, his hands moved to illustrate his point. "It's like hitting a wall without hitting a wall! The theories had always been sound but not one of our phasers could ever pull something like that off! You'd loose half your atoms performing a Leap like that! They had trouble timing steps while phasing from one room to the next!"

"None of them lasted a quartex." Muttered Rumble.

"Working with them was a nightmare." Frenzy continued. "The lot of them were a box of loose nuts and bolts."

"She's been functional for more than a stellar cycle." reminded Megatron.

Starscream's gaze slide to Megatron. "You know something else, don't you?"

"Only what anyone can observe Starscream." he commented elusively. "That the phasing process doesn't degrade her."

"Well if she doesn't use her power..." muttered Skywarp. "It's not like I teleport everyday."

Starscream turned a critical optic on Megatron, ignoring Skywarp's background muttering. "You sound like you admire her."

"Jealous already Starscream?"

The Seeker frowned.

"Starscream," Megatron vented through his denta, "I can simply see raw potential where you clearly cannot." The frown converted into a sneer. "Prime was a fool." Megatron went on. "If my theory holds true, then he had a Pitt of a catch with this outlier and did nothing with her."

One of Starscream's optical ridges rose up his forehead. "She's proving to be wily. First she single-handedly snatches total victory from you, Lord Megatron-now this."

Megatron inhaled to counter the barb but Skywarp quickly interjected into the conversation.

"Permission to teleport and retrieve, Lord Megatron. She's nearly to the treeline."

"Denied." Megatron clicked. "Don't waste your energy. I want to see where she's going with this."

"You mean if she survives." retorted Starscream.

Megatron nodded absently as he tracked the speck that was Phage. "If she survives."

"She's phased." Announced Thundercracker. He looked up wonderingly at Megatron. "You were right."

"Insane." Starscream repeated shaking his head. "If she survives she'll be as brittle as glass!"

"Cliff." Soundwave reminded them suddenly. "Self conclusion: she's already a box of loose nuts and bolts."

The deadpanned look Megatron spared them all silenced all opposition. "Seekers -retrieve the phaser. She produces a unique energy signature all her own, coupled with her recent brush with the Matrix she should prove an easy enough mark to track."

"As you command, Lord Megatron." intoned Skywarp. And with that, Thundercracker and Skywarp transformed and thundered after the femme. Megatron glanced sidelong at Starscream.

"Well?"

"The femme isn't going to exit the Leap. She's already performed two successful Leaps at the battlefield, and now another two..." Starscream trailed off as he observed the stoic mask that Megatron wore. It needled him to see it. He changed the conversational gears. "She's going to be a smear on the ground."

"A logical probability."

Starscream's optics narrowed.

"She won't get far."

"You have one breem, Starscream."

He does know something more, Starscream thought. The Seeker clicked his tongue. "I'll do it in half. Phasing in and out does produce a large energy spike. Easy enough to track."

As he finished saying it, a bleep spiked on his radar. Starscream's optics doubled in size, shocked she had exited a fourth Leap.

Finally, Megatron glanced away from the forest below and looked sidelong at Starscream. They held each others optics, an unspoken challenge. "Well."

Starscream transformed and blasted off, his engines wailing with the signature sound that earned him his name.

Phage had learned long ago that phasing was a dangerous addictive. Everything leading up to it was a similar thrill Alice had experienced while racing down a particular long, flat back country road known as The Drag. It was a popular local spot that teens liked to visit and local cops staked out to catch hotheads. Alice's family ranch ran off The Drag and she had become accustomed to what days and times the coppers and speeders used the length of road. The good girl had never been caught breaking code any one time she had hit the foot on the gas and watched the speedometer climb higher and higher while blasting pumping music from her stereos so loudly that she couldn't hear herself singing along.

Phage could only associate the thrill of phasing to that heart pumping memory.

Beginning a phase invoked a burst of adrenaline, a breathlessness that came when doing something wild and uncharacteristic. A breaking of the mold.

And she was breaking. Breaking free of physical ties to the very reality her mind had comprehended her whole life and throwing herself full force into another place both familiar and completely alien. Phage was smashing through one metaphysical wall and caught suspended between the two. It was always like that, a hang up in the transition. Reality always refused to let go but the cords always snapped -and then she was slipping and falling through into the misty alien world beneath the skin of everything she knew.

Floating midair, Phage took stock of the world around her and noted, as she always did, that everything was white-washed and misty. The astral mists were lashed along by ethereal winds that caused drag on her movement. It never mattered if she was walking, running or leaping. It seemed too that falling didn't matter a bit either. There was always drag.

As she had learned on her first few attempted phases, progression was dictated by thought. She needed to go down. So she thought: down.

She drifted through the mists, her body railed by the ferocious winds. Tree tops slowly materialized from below. Lower. Branches. Lower. She was among the trees and descending still. Her body ached. The going felt like tracking through thick mud. By the time the ground came in sight she was exhausted. She had never phased for so long before. She had only ever done short quick phases.

Phage caught sight of her hands and did a double take. She turned them this way and that. Terror struck straight through her. The paint was looking chipped and spotting. That had never happened before.

She shifted back to reality with the sudden abruptness of tension leaving a rubber band.

Abruptly, Phage appeared ten feet above the forest ground and hit it hard. Old discarded pine needles from last year scattered with the impact. The wind left her lungs in a woosh, leaving her gasping and heaving audibly for breath. Her fingers clawed the ground, seeking purchase where none was needed. Her equilibrium was off. She felt like she could fall into the sky. Steam rose off her body and drifted lazily off in the salty wind. Somewhere not so far off, she could hear the endless grinding turn of the ocean's cyclical waves.

Move. She commanded her aching body. Move!

She tried to force her body to stand but couldn't even make her head lift an inch off the ground. Every muscle cable to the very fiber of her frame burned with the likeliness of a fierce fever. Her body screamed at her to rest and recover. Her mind screamed at it to move. There was such limited time. The Decepticons would be on her shortly. She had to run. Had to hide. An old memory of Alice's told her there was a place around here somewhere where she might be able to take sanctuary. She was gambling on it.

"I'll rest when I'm dead." she groaned as she forced her body to comply. Trembling and weak, her fingers inched along the ground in the world's slowest army crawl. She really wanted to just lie there forever.

Move!

The word became a mantra in her head. She knew if she paused, even for a second, she was done. She would give in. Break.

Lazily, her optics drifted from the path ahead to her hands. Something was off. In reaching forward to drag herself another few inches, she saw that her paint job was wrecked beyond the normal. Her hands were usually chipped. Working with Wheeljack and Ratchet saw to that. The kind of damage she noted now was far greater than flecks of paint. It had peeled back to expose the metal beneath. Heat still wafted from her body in areas, drifting rapidly skyward. Where the paint was wrecked the worse, the metal was pitted. In some areas she spied the wires below.

If she had still been human she knew her skin would be raw and peeling, holes tearing through the flesh to the muscle beneath.

Phage's stomach turned and tried to heave, but she had nothing to throw up.

What had happened? That had never happened before.

I've never phased so long before. That must be it.

Ratchet had warned her when her outlier power was discovered that it was dangerous.

Don't use it. Ever. -he had warned. Optimus Prime had been right there when her ability was announced and concurred with Ratchet. Too dangerous.

"Why didn't I listen?" she groaned.

In the distance and drawing rapidly closer, she heard the familiar roar of the Seeker engines and one distinctive shrill engine whine that she knew was Starscream's.

Phage bit her lip hard. Her fuel pump thudded hard in her breast like Huffer hammering hard away at the forge. "Rest when your dead." she moaned. With an almighty force of will she grabbed a root ahead of her and dragged herself forward, forcing her knees up underneath. She used the trunk of the same pine tree to stabilize herself into a kneel and then, clinging to its branches, to her feet. Always she had more energy in reserve. Any time she dipped deep down she found more lying in wait. "Pain-is-passing." She told herself, stressing the words between her efforts.

The Seeker engines boomed overhead loud enough to drown out her thoughts and close enough to send a misfortune of ravens flapping into the air cawing loudly.

Phage's body was shaking badly against her will. She barely had time to move around the trunk before she heard three distinctive whirls of transformation cogs. The ravens dispersed within seconds. The silence left behind was deafening.

Phage struggled to control her breathing. In the overbearing silence that swallowed the deformed forest of trees each breath sounded like a gunshot.

She strained her audio receptors, struggling to locate the Seekers. They couldn't have entered the forest. She hadn't heard them crash through the foliage. They had to be hovering above.

They're stalking me.

Her faced drained of color. She worried her lip to stall her breathing. If not for her fingers digging into the tree trunk she knew they'd be shaking.

Focus. Fo-cus.

It was hard to focus around the pounding headache that had persisted since the battlefield.

Find the cave. They can't fit through some of the tunnels. They'll lose your signature underground. Find. The. Cave.

She risked a glance around the pine tree, between the branches, and saw the place where she had materialized was as empty as she left it. Only pale shafts of light penetrated to the ground and between these haphazardly danced golden motes.

She swallowed around the lump in her throat and pushed herself off the tree and stumbled to the next.

Thud!

She paused and listened. There had been too much noise between the crunching under her feet to taking cover. Her audios strained to catch the slightest noise.

She heard none.

Phage's mind reeled as she chanced a look behind. How did three Transformers their size disappear in a forest? It made no sense.

"Just go, Phage." she muttered to herself. She risked a jaunt to the next tree and when she reached it and slammed her back to the tree she risked a look behind again. She had gone about a dozen yards or more and knew it wasn't far or fast enough.

They will find you.

"God, I'm an idiot." Phage continued to mutter to herself as she made for another tree, scanned the area for signs of familiarity, listened for the Seekers, and risked a look behind. "How am I suppose to dodge them all the way back to the Ark? You can't transform into a vehicle, Phage. You can't exactly Uber it back either. Did you bother to think about any of that prior to this? Nooo- of course not."

Self monolouging came to an abrupt close when she finally spied them. It was their feet at first, then their legs and chest. Taken aback, she stared hard realizing that they were agonizingly taking their slow sweet time to pick their way through the branches to avoid noise. Her mind raced. They were facing her direction. She was almost certain she was on their scanners but they hadn't seen her yet.

She made fast calculations-

-and said fuck it at the outcome.

Drawing on a wellspring of energy that was yet untapped, Phage pushed off the tree and forced her protesting body to make a run for it. She had to make it to the cave. There was no other acceptable option.

"Run! Run all you like! Exhaust yourself!" rang out Skywarp's mocking voice all around the forest. "It makes the hunt so much easier for us in the end."

"Surrender!" called out Thundercracker next. "You're only stalling the inevitable."

A gunshot went off and the blue laser blast streaked by her vision mere feet again. Phage stopped on a dime, arms propelling to stabilize herself.

"Phage!"

Her head snapped around. Starscream and the Seekers were fixed on her, but it had been Starscream that shot. It was Starscream that called her out. His fist flexed out and around and gestured for her to approach them with one finger. The Aerial Commander's face brooked no disobedience.

"Come here, femme. You're only making this harder on yourself." Desperate, she looked around and spied what looked like a game trail. "Don't be stupid." Starscream crooned across the way. "There is no where for you to run."

She ran down the game trail and quietly rejoiced when it joined with a much larger beaten path a few yards off. It hadn't been a game trial but a hikers beaten path.

Starscream shook his head. "They always choose to run." he lamented.

"Fine by me." Skywarp grinned wolfishly as the three Seekers sped through the air to catch her, masterfully weaving around trees in the wide open space under the canopy.

They were on her in seconds.

"Your efforts are futile!" Starscream reached for her. "Why you insist on running-"

Suddenly, she shifted into her human alt mode and dropped and slide into a ditch that had been hidden by surrounding bushes. Starscream blinked hard at his empty hand, cut thruster power, hovered and had to quickly double back. Thundercracker's laughter stung his audio receptors.

In the narrow ditch, Phage threw herself at the entrance to the cave. Even before reaching it her fuel pump dropped into her gut. "No. No, no, no!" Her hands wrapped around the metal bars barring her passage. She yanked hard but it only rattled. How could she have forgotten it was barred? "Of course it would be." She hissed at herself as she yanked hard again. The caverns Alice visited usually were to prevent vandals. She braced her foot on the side of the rock wall and yanked hard again. The gate rattled and gave little by little.

One, two, three hard desperate yanks and suddenly she was flat on her ass. The gate tore from the rock in a clamorous shrieking fit. Quickly, Phage scrambled to her feet and plunged into the pitch darkness of the cavern. Small victories swelled her breast.

"Grab her!" shrieked Starscream.

"How? I can't fit in there."

Starscream vented air through his systems. The three Seekers hovered around the ditch staring down the slanted path to the cave entrance. "What is this place? The crafty femme obviously knows the cave. It must be why she asked where she was before she phased. This was her destination. So where does it lead?"

The cool cavern welcomed her as she ran inside, the sudden drop in temperature that marked the constant thirty-six degrees of the cavern a welcome kiss on her skin and soothing balm to her aching lungs. Guided by the small illumination of her optics and light pen she pulled out from subspace that she normally used for medical purposes, she trucked deeper and deeper recalling the cavern network from Alice's visit to the limestone sea caves years before. It was just enough to lead her through the twisting tunnels. The trek was an arduous hike, forcing her to climb and descend muddy paths that flooded in the rainy season. When the tunnels narrowed she had to go at it sideways and shimmy through. Further along the path opened up like a 'V'. Her feet were swallowed in the thick muck, slowing her progress. She pulled her feet free and jogged the distance by bouncing from one slanted wall to the next.

She battled a slow rising attack of claustraophia. She wasn't known for it and pushed back hard against it. She wasn't going to die down there in the dark. She was on the right path to make it out. She was descending gradually. At the end of the path ahead there should be a bend that opened into a large cavern. She would have to slow down come the exit. A wrong move and she could fall down a muddy pit and take the sudden drop some hundred feet to a lake below.

Wait, she thought. Was there a lake? How much had it rained last year?

Once she scaled down the narrow path that descended into the cave exit she'd have to wade through it anyway. Then make the hard trek to climb out.

Gradually, Phage came to a stop near the end of the 'V' ravine and leaned back against the slope, her feet holding her up out of the muck against the opposing wall. Far above in the crevice of the ceiling, the light from her pen caught and illuminated off water that dripped from soda straw formations and glinted off veins of iron.

In the moment's reprive, she took the time to reexamine her wounds from the phase. Getting mud in her transorganic systems couldn't be a good thing. She was sure Ratchet would have a fit. Turning her arms this way and that though showed no wear. Phage stared hard. Besides Optimus Prime's dried lifeblood and the red mud, she saw no signs of paint decay or pitting in her armor or the gaping holes that exposed circuity. She squeezed her optics close hard and looked again.

Nothing.

"Must have been a figment of my imagination." she mused quietly. "From what I saw while phasing?" That must have been it. Maybe the stress and the phasing was playing tricks on her optics.

A sudden smile quirked her lips. She threw her head back and laughed.

"Lifeblood and mud. Aren't I a beauty to behold. Ahh- Phage, what are you going to do?" She palmed her temples but nothing would be rid of the pounding headache. "Rush to the end and hope the Decepticons are not there? Then you'd be at sea level. Where do I go from there? Better to backtrack and hope they've left the entrance to catch me on the other side. It should be a point-six mile hike to the lodge, across forest terrain." She pushed hard against her temples and released after half a minute. It did little to reset the migraine. "They'll pick up on my energy signature instantly, I'm sure. And I can't put people in danger." She gnashed her teeth. "The Ark is in another state. I need a ride." She pinched the bridge of her nose. "Or more caves. A network." her head shot up. "Which cave network ran across several states? Isn't that nearby?" she muttered suddenly, second-guessing, "Or...was that in the Rocky Mountains? ….California, maybe? Shit." She scrubbed at her face and carded her fingers through her synthetic hair. "I need a map."

The pounding headache behind her left optic blossomed. She reeled and was glad she was already lying flat on her back as everything tilted crazily around her. Phage fixated desperately on the glimmer of light overhead, holding precariously to consciousness with sheer force of will. The headache felt like it wanted to spread and consume the rest of the space inside her cranium but hit a block with her struggling consciousness. It stalled, then stirred.

A low groan sprang unbidden from her throat. Her right hand lifted before her optics and turned over slowly. A striking stab of panic lanced through her body and cut straight to her fuel pump. Phage sat up and examined the rest of her body.

"Phage?"

She had voiced it but it wasn't her.

Phage focused inward.

Across her mindscape at the edge of the dark cool expanse she regarded as the sea of her consciousness, another unfolded of gleaming high walled towers and a massive city, layer after layer after layer as complex and manifold as a puzzle box. The lights from the city played across the expanse of her undersea ocean. For the first time in a long time, there was light.

The mindscape shifted. There existed a gray twilight between the two extremes. Phage stood on one end and Optimus Prime's consciousness materialized on the other side. He was struggling, groggy and perplexed. His consciousnesses avatar was surrounded by a fiery light and scintillating Cybertronian script that blinked into existence around him. He gripped his head and looked at her -through her, seeing through her optics and yet seeing her all at once.

Together, they stared wide opticed at the opposing wall.

"Optimus!" his name crossed her lips in a breathless utterance.

"Where-?" Began Prime.

Phage groaned and squeezed her optics shut. "Not now. I had hoped for a few more hours."

In the Infraspace, Prime straightened. His vast ancient consciousness shifted, trying to get a feel for the new head in a manner similar to examining a new house. Only he felt around and tried to neatly side step her consciousness, not sure how to deal with the situation and, Phage felt, disgruntled.

"I can't wait to hear this one." Optimus grumbled as bad mannered as any mech coming out of recharge on the wrong side.

In the mindscape between, she spread her arms helplessly.

"Desperate measures." she smiled sheepishly. "I performed an emergency spark transfer and uploaded your conciousness to mine with an impromtu cortical psychic patch."

"You did what?" Her voice rang with the incredulousness of Prime's disbelief.

"I had hoped to make it back to the Ark to avoid this." She scrubbed her face. "It's a race against the clock now."

"Explain."

"I don't have a secondary spark chamber with the nessecary protective shielding like Ratchet does for emergency spark transfers like this. I took a risk." her fingers carded through her hair, forgetting that it was coated in mud and blood. "Over the course of one week, if I can't get back to the Ark, our sparks will merge and my body will-how did Ratchet explain it before?- morph or something to that extent to accommodate two sparks."

"Its called a resonation." Optimus supplied helpfully.

"There. That word. Couldn't think of it."

Optimus was silent a long span. Phage was almost glad for it. It was so weird hearing herself carry on a conversation by herself.

In the infraspace, the two stood divided by the gray strip between their consciousnesses. Optimus examined her mental avatar over carefully as the silence stretched between the two. After a long length, he spoke through her physically, "What happened exactly?"

She shared with him the information in a series of rapid fire thoughts wrapped up in images reels loaded with sensory and thought information. It took Optimus off guard. Prime took a moment more than she thought he would to decipher the information. Either he was still gaining his bearings or her transorganic CPU was much more different from the Transformer CPUs than she'd imagined.

"It's just the way you store information." Prime said absently.

Phage blushed.

"I wonder if this is how the Aerialbot's feel."

"Perhaps. Although I'm sure they're quite use to it." Prime elaborated through her voice.

Once Prime had digested all the information his avatar stared at her wide eyed.

"You did all that to save me?"

Phage's avatar glanced at her feet and all around. She rubbed one shoulder and did so physically as well. "Well-yes. Anyone would have."

Optimus shook his head, and Phage's head shook in the negative in real time. Prime's consciousness swelled with admiration. "No, Phage. I have been alive nine million years. Nobody has ever done what you did. Thank you. I owe you my life."

A confusing mix of emotions played across her breast: admiration, embarrassment, pride, humility-

Phage ducked her head, breaking contact with the wall across from them. She carded her fingers through her synthetic hair. "You know that's not necessary." She cycled air through her olfactory. "And don't thank me just yet. The Decepticons are outside, the Ark's a state away, and we're on a literal countdown. Lord, if we're recaptured how the hell am I suppose to hide the resonation process for long?"

In the Infraspace, Prime's optics narrowed, thinking critically about their predictament.

"Phage, I have one question. Where is the Matrix? I told you to take the Matrix."

She puffed up. "I couldn't just let you die. How could I? You were lying there telling me the Matrix can revive the lot of you but not heal you when you need it? Well I thought that made no sense. It made even less sense that anyone else would know what to do with the thing if you were gone. So I saved you."

"And the Matrix?" Prime stressed. "Phage, where is it?"

A huge grin split her face like the Cheshire cat. "You'll love this one." She shared the information willingly in the rapid succession of images. When he had finished digesting all of it his avatar stared at her wide eyed.

"I can't believe-"

"Tell me you love me." she teased.

Instead, Optimus swelled with disapproval. "Your playing a high stakes game."

"And I'm pleased as punch to say so far I'm winning." she jerked her head towards the exit. "This is just a minor setback. So far though I think I can say I'm breaking even."

She Sensed his displeasure. It put an immediate damper on her attitude. She sobered up. The grin disappeared.

"You realize the moment Megatron discovers what you did-"

"Yes." she cut him off. "I imagine he'd burst a circuit or two. Then-well, me."

"Phage, you have no idea. He can't know what you've done."

She bit her lip.

"I know. I know. How are we going to get out of this?"

Prime thought fast, crafting plans and discarding them at a rapid pace until finally there was only one course of action. The cold sliver of apprehensive dread that pooled from Optimus wormed its way through her breast.

Anything that made Prime nervous had her on edge.

"Phage, there's only one thing to do – we have to keep rolling with your gamble. The only way to secure safety back to the Ark is to convince Megatron you don't have the Matrix while hiding the resonation process."

She blanched. "You mean-"

"Yes. We have to surrender to Megatron and convince him to exchange you back to the Autobots."

"He thinks he's already won the war."

"It's our only course. Megatron will either exchange you for supplies or the Autobots will muster an extraction."

A cold sweat pooled on her forehead. Phage scrubbed her face.

"Shit."

Phage reemerged from the entrance of the sea cave system and chose a random direction away from the human lodge and started off at a trot, then a run.

'Make it look convincing.' Prime told her.

She burst through a dense treeline and had to quickly stop on a dime. She stood, teetering on a sheer cliff drop that gave way to a rocky bed at the base of the ocean. Thunderous waves crashed the mountainside, hungry and unforgiving.

Phage stared down the steep drop to the rocks below, lips parted and eyebrows knitting together. Overhead sang the familiar song of several transformation cogs spinning off. She squeezed her optics closed and when she tilted her head to the sky and opened her optics there, floating in mid space, was Megatron and the Decepticons.

"You survived." said Megatron matter of factly. "Impressive. Very impressive."

Her optics dropped back to the rocks below and then quickly flirted to the treeline behind.

"Stop with the theatrics." Megatron sighed. "You can't escape. The effort alone is as exhaustive on your behalf as it is futile."

Once again she abused her bottom lip, her feet shifting below her.

"Anyone of us could catch you before you make it half way down." Megatron said suddenly. "And don't think that you can evade us in that flammable carbon field of matches."

"I wouldn't catch her." Starscream interjected. "Frankly, she could do with the dip."

She stared up at Megatron, face long and with tired optics. There was a quiet challenge between the two, as silent as had been between Megatron and Starscream earlier.

Phage broke contact and dropped her head lowly. The femme stepped out from the tree line. Slowly her hands lifted into the air, open palms up as her knees hit the earth.

"Finally." Megatron rasped, "If only you had shown such obedience before."

"Fuck you." Phage muttered so softly only she could hear.

'Careful.' Prime chided. 'Keep your temper in check.'

Her right wrist was snatched up in a crushing vice like grip. Phage sucked in air between her denta as she was yanked off her knees and onto her feet. Once again she found herself staring optic to optic with Megatron.

"It would do you well to follow my commands henceforth. It would spare you the painful repercussions disobedience brings with it. Just ask Starscream."

A mock smile flashed across her face and disappeared just as quickly. "I'll be a model prisoner."

"Good." she felt the heat of his voice on her face.

Abruptly Megatron wrapped his arm around her waist and locked her in tight against him. A strike of repulsion from Prime stabbed through her. She fought the instinctive desire from Optimus to lash out.

Before she knew what was happening, they were airborne again and traveling over the ocean. In what seemed a much shorter time than it took them to travel there, the telescoping Docking Tower rose out of the water to admit them into the Decepticon sea base's dark folds.

When they landed, Megatron said absently to Starscream, "We need a set of null-restraints constructed."

"I'll start straight away."

"See to it that you do. We don't need our prisoner getting any ideas."

Optimus Prime's conciousnes stirred quizzically in her head. A question of why?

I've been phasing.

His consciousness flustered. ::What?!::

Not. Now.

She struggled to school her face to neutral as she was marched across the platform to the Docking Tower's dark interior.

Her mind and body was a wreck of nerves. Nothing had gone as planned.

::Few things ever do.::

That's not comforting, Op.

As the Docking Tower door slide to a close, cutting off the last of the hot June sunlight, the warm glow drew short on her. Despair and fears settled in.

"I'm never going to see the light again."

She hadn't thought she had said it out loud but with Prime in her head thought and vocalization had become a muddled affair, but Megatron suddenly said, "Melodramatic much?" he paused then added, "Light is overrated." she glanced up and caught a strange crooked grin on his face. "I think you'll come to appreciate the bueaty of the shadows below."

The Docking Tower doors thundered close.

Phage swore it sounded like the knell of church bells.

"I'm going down to hell." The haunting lyrics for Hotel California by the Eagles started up unbidden in her processor. It's always paved with good intentions, she thought.

As Megatron's grip tightened on her arm, Optimus Prime's consciousness stirred to comfort hers.